Ultimate Spider-Girl
by DemonicK
Summary: In a universe where Peyton Parker gained super powers after being bit by a genetically altered spider, she will team up with SHIELD in order to pursue a single goal: becoming the Ultimate Spider-Girl! [USM gender bend; Rated T for language, violence]
1. Prologue I

**Ultimate Spider-Girl  
****[Ultimate Spider-Man, Rule 63]  
****24 June, 2014**

**Chapter 1: Prologue I**

* * *

X

* * *

"Come _on_, hurry it up, would ya'?"

The man looked nervous, eyes darting back and forth down the back alley he was standing in. The sky was growing lighter and lighter by the minute. "The sun'll be up soon," he added anxiously. "People'll be wakin' up!"

Of course, _some_ people were already awake, but I wasn't about to tell _him_ that.

"Shut _up_," was the growled response that floated out through the door.

Through a couple of old, half broken windows, I could sort of see inside the building. There were two more men, kneeling next to a large hole in one of the walls. Not an outer wall, oh no— as the cut padlock now lying on the ground showed, _this_ building had been rather easy for them to break into. But this building didn't have anything worthwhile inside, just some empty warehouse.

The one next door, however— which just _happened_ to share a wall with this one— had a jewelry store at its front. The only downside was, jewelry stores tend to have pesky security systems that can cause all kinds of problems if unsavory characters try to break in.

Assuming they still had power, that is.

From the snatches of conversation that had drifted out, it seemed that part of the wiring for this particular security system ran through one of the side walls. To be specific, the one that now had a hole torn in it, with two shady men peering in. Apparently, disabling the security system was turning out to be harder than they thought. So, just in case, they had posted a lookout.

That lookout continued to glance around, obviously tense. Suddenly, something clattered down the alleyway and he spun to face it, entirely missing a certain someone that slipped into the building behind him. "…_Guys_," he hissed, darting inside. "There's somebody out there!"

"There's nobody out there," the biggest of the trio snapped back. "Stop being such a pansy! Now get back outside and keep your mouth shut!" Annoyed, he turned back to where the third member of their group was working with a pair of pliers and wire cutters.

Flinching, the smallest member of the three turned to head back for the door— only for it to slam shut in his face. He let out a yelp even as the other two leapt to their feet, eyes searching wildly.

I did my best to hold in a chuckle.

The lookout was shuffling backwards, panicking. "They're already inside… they're in here with us, we gotta get out of here—"

The biggest one grabbed him by his shirt and yanked him close. "_Shut it!_ Quit your yammerin' and spread out! Find 'em!" He shoved the littler man away, and reached back to his waist band to pull out the gun that had been tucked there. He looked back at his partner who had been working at the wall— that one grabbed the discarded sledgehammer, hefting it up. The big one nodded, then shouted to the room at large: "Come out, if you know what's good for you!" I chose not to dignify that with a response.

The lookout continued to blubber and drip sweat; his head was practically on a swivel, desperately trying to find, well, me. That was when his eyes fell on the door they had come in, and I glanced that way as well see what had caught his attention.

With light starting to filter through the windows, I could just make out a single strand, still stuck to the top of the door… it was glistening, almost see through… And the look of recognition on the guy's face told me, he had realized what it was.

Before he could open his mouth to shout, I fired an identical strand at his back— then _hauled_.

Of course, the other two spun at the sudden screaming, only to see their lookout disappearing into the darkness of the rafters overhead. One short tap later, the screaming stopped.

"What the hell," the hammer wielding thug breathed, eyes going wide.

The one with the gun just narrowed his eyes. "It ain't a _what_, it's a _who_," he growled. "An' I know exactly who it is… Get down here and fight like a man!" he snarled into the darkness. His gun was pointed upwards, but without a target, it was an empty threat.

He still couldn't see me, but I smirked anyways. "Why don't you come up here and fight like a spider? Also—"

The gun toting thug seemed to notice me dropping from the ceiling out of the corner of his eye, and tried to whirl around, only for me to kick his legs out. He crashed to the floor, gun skittering out of his hand.

I stood over him, the light now clearly illuminating my red and blue suit. "_Not_ a guy," I finished, hands going to my hips.

The big man, who was now on the floor, sneered. I could see his eyes focus on something just behind me. I pretended not to notice.

"I mean, come on," I continued, and the thug on the floor smirked. I gestured to myself; "I know the costume kind of flattens things out—"

A sledgehammer came smashing down, right into the spot I _had_ been standing in, a half second earlier.

"But _seriously?_" I went on without missing a beat, as though I hadn't just sidestepped something that could have completely crushed my skull. I glanced at the guy behind me, whose mouth was gaping like a fish. Turning sideways, I placed my hands on my stomach. "Hey, be honest with me. Do I look like a guy when I'm dressed like this?"

His surprise turned into murderous rage, and he swung the hammer upwards— I bent backwards to avoid it this time. He didn't let up, and charged after me, aiming blow after blow that I dodged with ease. It almost looked like we were dancing… if, y'know, there was a dance that involved construction equipment.

There was so much comedic gold in this situation, though, it was hard to pick one. I settled for: "Being chased by a guy with a hammer— _so_ many inappropriate jokes I could make right now!" Of course, he wasn't laughing— honestly, criminals have _no_ sense of humor. But I could see, his arms were starting to shake from the effort of swinging that huge hammer around so much.

So he threw everything he had into one final overhand strike, aimed right for my head— this time I didn't bother moving. A triumphant look leapt to his face—

I caught it.

It almost jerked the thug right off his feet, and he was so taken aback, it took him a moment to realize what had even happened. Oh yes, I had _caught_ the sledgehammer— with one hand no less.

He couldn't see my expression through my mask, but the look I was giving him was entirely unimpressed. I leaned in until we were face to face. "Yeah… _not_ your best move."

Then I delivered a kick to his chest that by all rights shouldn't have even hurt, coming from a girl my size. Instead, it knocked the guy half way across the room, yanking the hammer clean out of his grasp.

Glancing at the sledgehammer, I tossed it to one side like it was nothing more than a stick. "Two down," I muttered. "That just leaves— _whoa!_"

I ducked as the last thug took a potshot at me, although the jolt in the back of my head was insisting that it had buzzed by a little _too_ close for comfort. I shot a web at the opposite wall and yanked myself up, trying to get out of the line of fire.

"Didn't they ever tell you you're not supposed to point those at people?" This time I was annoyed, mostly at myself for not keeping track of what the third guy was doing. Obviously, while I was dancing with the Hammer Brother, he had gotten his gun back and was waiting for a clear shot.

The big man just grinned. "They told me, only point it at something I intend to _kill_."

"_Ouch_," was my dry reply. Two more bullets were fired, but I was alert and on the move now, and the shots went wide. "Ooh, so close! You're getting _warmer_," I taunted in a sing song voice, leaping to the ceiling, then crawling into the rapidly diminishing shadows.

"_Shut up_, and come out where I can shoot you," he growled back.

"Y'know, that sounds _so_ tempting." Perfect, he didn't see me. I fired a quick web shot at the opposite side of the room, where it struck a cardboard box.

As planned, the thug heard it and spun, firing again. At the same time, I swung myself across the ceiling so I was positioned directly over his head, before lowering myself down on a line.

It didn't take long for the guy to realize he hadn't hit me after all, and turn to keep looking— only to find me inches from his face, hanging upside down on a web. "Miss me?"

"_Agh!_" Despite his earlier 'tough guy' act, he flinched backwards, and that was all the opportunity I needed.

I flipped myself around on the web, using my momentum to send a kick straight into his head. He was unconscious before he hit the floor.

Cutting my web-line, I dropped to the ground as well, surveying my handiwork. All three were unconscious, though I supposed I should be getting that one guy off of the ceiling…

A few minutes and some very liberal use of webbing later, all of the would-be crooks were on the floor and webbed in place. A sound drifting into the empty warehouse caught my attention, however: police sirens. Someone must have heard the shots fired and called 911.

"Well," I started, lightly kicking the biggest one in the stomach as he started to rouse back into consciousness. "What can I say? It's been fun." I glanced out the window. "But I really ought to go, before the—"

Something finally clicked in my brain. Window. Light. Sun.

"The sun is up?" I blurted, yanking open the door to duck outside. And yes indeed— the sun was halfway over the horizon at this point. "I gotta go!"

I immediately fired a web at the tallest nearby building, hauling myself up. The police would take care of the criminals— I had some place I needed to be!

Once I got up to a stretch where the buildings were a more than a couple of stories high, it went faster, and pretty soon I was making tracks across the city. Before too long, I was back in the suburbs of Queens. The sun was almost completely up by this time, and people were starting to move around. I had to be even more careful, lest anybody see me— but I was cutting it close, and growing more anxious by the minute.

Then one particular house came into sight. I gave a final cursory glance to make sure nobody was around before I jumped down to street level, making a dash for it. Up the side wall, in through the window that had been left open, yanking off my mask and gloves and yanking _on_ a hoodie, then diving under the covers—

A few moments later, when I was met with only silence, I began to relax into my pillow. _Yes…_ I'd made it with a few minutes to sp—

I flinched as the alarm started screeching. The clock very nearly met the same grizzly demise as its predecessor, but I caught myself right before my hand smashed into it, and instead, just turned the alarm off. Then I groaned, burying my face back into my pillow.

"Peyton." My name was being called through the door, and a sound that was definitely _not_ whining started in my throat.

"Five more minutes, Aunt May," I complained through my pillow.

"_Now_, Peyton." I heard the door start to swing open. Hastily, I zipped up my jacket and turned to face her. "You slept for ten hours last night," Aunt May was saying, a wry smile on her face. "You've gotten plenty of rest. Time for school!"

_Sigh. Should have known it was too good to be true_. Outwardly, I just offered a sheepish look. "All right, all right, I'm getting up." I sat up in bed, careful to make sure the covers and my jacket kept everything hidden. Then after a moment, I gave her a look. "Um, privacy please?"

Aunt May rolled her eyes good naturedly. "It's nothing I haven't seen, you know."

"Ew! Don't want to know—"

"All _right_," she gave in, laughing. Then Aunt May regarded me again. "Y'know, Pete, I don't understand how you can sleep with that jacket on. Aren't you burning up?"

"What? _Nah_," I insisted, brushing it off. "It's cozy!" There was a pause, before I coughed pointedly.

My aunt let out a mock sigh, looking heavenward, but there was a smile on her face as she closed the door.

I waited a second before leaping up and racing to the door, locking it. Then I glanced over at the mirror, getting a good look at myself: baggy sweatshirt over skin tight super hero costume. Not my best look. With a sigh of relief, I began pulling pieces of my costume off.

It's not always easy to balance both sides of my life. I mean— I'd been doing this for a while now, and it still threw me sometimes.

I held up the main body of my suit, and wrinkled my nose. I wasn't going to get a chance to wash it, _again_. But, I was going to at least insist on taking a shower before I put it back on. See, I almost always wear it under my clothes, so I can jump in if any trouble starts.

Of course, that was a lot easier over the summer… now school had started up again. I'd been out late and out early and definitely _not_ getting ten hours of sleep, but, hey— crime never sleeps either, so at least I had company, right?

I wandered downstairs a little while later, a fresh pair of clothes over a not-so-fresh costume, with still-mostly-wet hair. I grabbed a piece of toast that was just popping up from the toaster and started heading for the door.

Aunt May caught me before I managed to escape. "That is _not_ enough for breakfast," she scolded me. "And is your hair still wet?"

"It'll dry on the way to school," I dismissed around bites of toast.

She gave me an exasperated look as I scarfed my breakfast, and turned to pick up something from the counter. "Here," she said, pushing a cup into my hands. Apparently it was some kind of shake? It was also _green_.

My reaction must have shown pretty clearly, because then Aunt May was swatting me with her spoon. "Don't make faces!"

"H-hey!" I laughed, trying to duck away.

She was wearing a look of pretend annoyance. "You need more protein in your diet," she insisted.

"That way I grow up big and strong, right?"

"Don't you sass me, young lady," Aunt May returned in an amused warning, shaking her spoon at me.

I held up my hands. "I give! I give!" I then hugged her— and used the opportunity to place the shake back on the counter, snagging a banana instead. "All right, I love you, see you later!"

I got halfway to the door before she noticed the switch. Her voice was exasperated. "Peyton!"

Pretending not to notice, I just called back, "Bye!" and started walking faster.

"Don't forget to pick up the cake on your way home!"

"I won't!"

Before I pulled the door shut behind me, I got a glimpse of my aunt shaking her head, her expression halfway between annoyance and amusement.

Whew. Narrow escape. It had been a morning of close calls, it seemed.

Now, I could _walk_ to school, or take the train— but let's be honest, that was _so_ last year. Within a few minutes, I was back in the air, web-slinging through town, and loving every second of it. Besides being _far_ cooler, my way had the added benefit of giving me a spider's eye view, just in case I spotted any action. So far, though, it seemed like not a lot was going on, and I paused on the edge of a building, next to one of those big news screen billboards.

"SPIDER-GIRL IS A MENACE!"

Y'know, it's a good thing that when I flinch, my instinct is to _stick_ to things, not to let go. I turned to glare at the screen, where the one and only J. Jonah Jameson was delivering his daily rant. "And a good morning to you too, sunshine," I drawled.

Seriously. This guy has been gunning for me ever since I started out. He runs Daily Bugle Communications, and he's gotten the whole city to think I'm a 'masked menace'. Ugh.

Well, despite J.J. seeming to think the world was going to end if I wasn't immediately captured and thrown in jail, it didn't seem like there was any more trouble for me to poke my nose into this morning. Lucky break, I guess. So, I decided to take a slight detour, a few blocks away.

One quick change in an alley— although, so much for my shower— and I slipped back out to the main road. It wasn't too far of a walk from there, just to the bakery on the corner.

I ducked in through the door, a bell chiming somewhere in the shop. There was no line just then, and someone at the counter, so I walked right up. "Hi! I just wanted to double check an order, for Parker?"

He glanced up at me, then pulled over a notepad, skimming through it. "May Parker?"

"That's the one."

"…Yep, it looks good to go," he confirmed, looking back up at me with a smile. "It'll be ready this afternoon."

I grinned back. "Perfect! I'll pick it up after school."

He chuckled at me. "All right, we'll see you then."

I was already on my way out the door, but I turned to look back over my shoulder. "Awesome, thanks!"

I ducked back into the alley to yank my street clothes _back_ off and get my mask, gloves and boots on. See? Wearing the costume underneath makes this go much smoother.

Of course, you may be asking, Spidey, what's the deal? What's so important about some pastry that you'd take time out of your crime-fighting duties? Well, it's kind of a long story. You see, I haven't always been Spider-Girl… I wasn't _born_ with these powers. And, believe it or not? That cake has a lot to do with _why_ I became a hero at all.

* * *

My name is Peyton Parker, and, at this particular time in our story, I was fifteen— just starting my sophomore year in high school. I was what you would call, 'slightly dorky', being interested in science and computers and comics, and not a whole lot of girly things. I was also the perfect embodiment of the 'three S's of wimpdom': short, scrawny and smart. (I also wore glasses, but I can't actually think of a word to describe that starting with 'S'.)

Anyways, it made me a popular target for bullying and teasing. Mostly I just tried to write it all off with a quick joke or witticism… which often caused me more trouble than good, but what can I say? I never quite know when to stop talking.

So, I was hanging out up in the chemistry lab by myself, tinkering around with some chemicals. Our lecture the day before had been all about the chemical properties of adhesives, and it was too interesting to pass up.

The creaking of the door made me jump; strictly speaking, I wasn't supposed to be playing around in here unsupervised. My hand slipped, and suddenly the compound in the beaker in front of me exploded into about a thousand little glue-strands that got _everywhere_.

I yelped, trying to pull myself free, only to hear chuckling coming from the door. "I _really_ hope that's not part of the assignment."

"H-Harry! MJ!" My expression was equal parts relief (for not being caught by the teacher) and embarrassment (for being caught by my two best friends).

Harry shook his head, walking over to help me try to disentangle myself. MJ was just staring at me, clearly amused, and commented, "We figured we'd find you hiding in here."

I protested, "I'm _not_ hiding!" Then more dignified: "I'm _experimenting_."

"With what?" Harry didn't bother to hide his grin. "Turning the school into a haunted house?"

I pretended to glare at him. "Ha, ha. Come on, are you gonna give me a hand or what?" Although I had to concede, it did look kind of like spider webbing. It was just as annoying to get cleaned up, too.

At this point, MJ had moved over to help too, and she was smiling just as widely. "Only you would spend free time in the science lab, Pete."

"Yeah, well…" We had twenty minutes to wait for the buses to come pick us up for our first field trip of the year, so all the students in our class had gotten the period free while we were waiting. I'd chosen to spend that time, well… you know how that turned out. I finished a bit lamely, "I like it in here. It's quiet!"

The look they were both giving me was disbelieving, and I answered it with a guilty smile, rubbing the back of my head. Then grimaced as I realized there was glue stuck in my pony tail.

Harry made a face as he tried to flick a piece of the stuff off of his fingers, then glanced back at me. "You know, I kind of figured you'd be more excited about going to see the OsCorp labs."

"I'm excited!" I found myself protesting again.

"Sure," MJ teased, poking me in the shoulder. "That's why you're eagerly waiting for the buses to get here, downstairs, with everyone else."

I ignored that and continued on: "I am so excited right now, I could wax poetic about electron shells."

Harry grimaced. "Please don't."

MJ and I both laughed at that, and I stood up, trying to brush the last few bits of dried glue-strands from my shirt. "Well," I allowed, "at least once we get there, it'll be cool!"

Throwing her arm around my shoulder, MJ chuckled. "You know, they're not going to let you play around in the lab, right?"

"Killjoy!" I shot back. "I know. But… still, getting to see a real, professional, _working_ lab?"

…Okay, I was maybe a _teensy_ bit excited about this field trip.

The other two were just looking at me, until Harry finally laughed, "You are such a nerd. H-_hey!_" MJ had shoved his shoulder and was giving him a mock glare; Harry threw up his hands to defend himself, still chuckling.

I went for the more mature approach and stuck my tongue out at him. Without missing a beat, Harry flicked some of the glue stuff at me. I cried out, scrambling to get it off of my tongue. "Oh, eugh! Gross!" Harry was cracking up again, and I gave him a glare of my own.

"Hey, you never know," MJ broke in, steering the conversation in a different direction. "Maybe you can introduce yourself to some of the scientists?"

"Yeah," I agreed, "that might really help when I start trying to look at internships next year."

"…Well," Harry drawled, "they are the _OsCorp_ labs. If you really want to meet the scientists there, I'm pretty sure I can get a tour set up for you."

I instantly perked up at that thought. "What— seriously?"

"Wow, your voice gets squeaky when you're happy," Harry observed with a grin.

"Oh shut up!" My annoyance was all for show, though. "But can you really?"

"Uh, yeah," Harry insisted, shrugging like it was no big deal. Like meeting some of the top minds in their various scientific fields was _no big deal_. "My dad won't mind," he went on, oblivious to my reaction. "He loves you."

Snorting, I countered, "I think 'love's a pretty strong word."

His expression got a little more distant. "You have no idea," he added wryly, and MJ and I tried not to wince. After a moment though, his mood lightened back up. "_But_, he really appreciates me not failing math."

"There is that," I conceded. "…Well, I'm not going to say no!"

They both chuckled again, and this time MJ took my arm, offering me a warm smile that I couldn't help but return. "Come on, lets head downstairs," she prompted. "The buses will be here any minute."

While the prospect of a half hour bus trip surrounded by the rest of my class didn't sound like something to look forward to— with both of my best friends walking on either side of me? It didn't seem so bad.

…Maybe I should take a moment to describe these two. After all, besides Aunt May, they're two of the most important people in my life.

Harry, as you might have figured out by now, is the son of Norman Osborn, aka owner and CEO of OsCorp. The two of us might seem like a unlikely pair, but we've been best buddies since the beginning of middle school. That, and, I am one of the few girls I know of (besides MJ, of course) who doesn't— as he puts it— fawn all over him. I usually put it, 'dangle off of him like a leech'. I also tutor him in math and chemistry, which earns me even more dislike from the girls that would loooove to be spending time with Harry.

You might also have picked up on the fact that Harry and his dad had a few… issues, I guess. I don't know. To me, Norman always seemed like a great guy, although he tended to be busy with a lot of other things. I just assumed that came with the territory of running a huge company like OsCorp.

Now, MJ, or Mary Jane Watson, has been my friend since early childhood. In fact, she was my first friend, and we've stayed that way ever since. She's bound and determined to be a reporter one day, and I believe she can do it. If only she wasn't dead set on working for the _Daily Bugle_…

MJ's tastes in newspapers aside, she had always been nothing short of amazing. I mean, she was everything I wished _I_ could be… tall (well, taller than me), beautiful, confident. Oh, definitely confident. I absolutely loved spending time with her, and… well, um… maybe we should just leave it at that, for now?

Besides! While that might have been a fairly typical morning for me and my pals… what happened at OsCorp that day was anything but normal.

Okay, so, stop me if you've heard this one before: Girl goes on field trip to science lab. Girl gets bit by genetically altered spider. Girl develops _totally awesome super powers_— and is no longer just any plain old girl, but _Spider_-Girl!

Suddenly, I could leap, I could climb— straight up walls! I was so strong, I could pick up a _truck_— I almost threw it, too, just to see how far it would go, before realizing that the owner probably wouldn't appreciate that. But I wasn't just strong, oh no— I was _fast_, and _agile_. I could do back flips and front flips and stuff I had never _dreamed_ of being able to do. And my spider-sense— like a sixth sense warning me of danger! Amazing!

The icing on the cake was my eyes— my vision literally improved over night. And not just to the point where I didn't need glasses anymore— I could see better than I ever had!

Let me tell, you, I was really high on life at that point. These powers were incredible, and I was loving every second of them. Yes sir, this was a new start! A new, improved Peyton Parker, one that didn't get shunned for being nerdy or unpopular. And that was all going to start with—

"Cheerleading tryouts?" MJ sounded completely dismayed, keeping pace alongside me as I walked down the hall. "Are you completely out of your mind? Since when do you enjoy _cheerleading?_"

I could understand her concern— the _old_ Peyton would never have been able to pull this off. "I've been practicing," I brushed it off. The look on my face could only be described as smug. "Don't worry, it'll be fine."

"Peyton. You know I love you and would never want to tell you not to try something," MJ was insisting, and I just about missed a step at that, but quickly recovered. "But you know absolutely nothing about cheering or gymnastics. You could seriously hurt yourself!"

"Re_lax_, MJ, it'll be _fine!_"

I pushed the doors of the gymnasium open, wearing a wide smile. I got several blank looks in return.

"You're in the wrong place, Parker," a droll voice called from across the gym. "These are the _cheerleading_ tryouts."

Glancing up, I wasn't surprised to find that it was Sally Avril, captain of the squad, who had spoken. Right now she was eyeing me as though I was something her cat had drug in from the yard. The other members of the squad were ranged on either side of her, looking about as welcoming. I smiled even wider. "I know."

Sally had at this point walked up, arms crossed as she looked me up and down. Finally, with a look of distaste, she turned away. "Whatever. Just get in line with the others."

Ha! Score one. I moved to where all the other girls were waiting to try out, and turned back to MJ, who was standing next to the door, an uneasy look on her face. I shot her a thumbs up, and she gave me a weak smile in return. Really, she was worrying over nothing. I actually _had_ practiced, and it didn't take long to figure out that if I was about to do something that would hurt, the twinge in the back of my head would warn me first.

It was kind of neat, I had to admit— I had never gone to a sports tryout in my life, so it was a first for me. It was also kind of funny, seeing how over-the-top enthusiastic some of these girls were getting. I wasn't worried, though. I had an ace up my sleeve that would put this tryout in the bag.

When it came time for us to demonstrate our gymnastic ability, Sally called for volunteers. The complete look of surprise on her face when my hand shot up was _so_ worth it. Her eyes narrowed, but then she started to smirk. "Sure, Parker, you're up first. Show us what you've got." She gestured to the mat. Meanwhile, there were snickers from the line of cheerleaders— and from the line of girls trying out. Yeah, we'd see who was laughing in about thirty seconds.

I didn't give them any warning, just taking a few steps' running start, then flung myself into a forward flip— then another— then a midair somersault. Then, just as an added bonus, I did a standing back flip.

The entire gym was silent. All of them, cheerleaders, would-be cheerleaders, heck even MJ— completely flabbergasted. I could barely contain my grin.

"So, Sally, need anything else from me?" I asked as cheerfully as possible.

She just gave a stunned shake of her head, and feeling triumphant, I strolled back towards the exit where MJ was standing, staring at me. I pushed through the door, starting to whistle to myself.

MJ was hot on my heels. "Wait just a second! Where on earth did _that_ come from?" she demanded, gesturing to the gym doors.

I shrugged like it was no big deal. "Like I said, I practiced."

"Uh _huh_," MJ responded dryly, eyeing me with suspicion. Heh. She could suspect all she wanted— there was no way she would ever guess what actually happened. Maybe I'd let her in on my secret… mm, but not today. For now, I was just enjoying everyone's reactions to the new and improved me. I was all grins, and nothing was gonna bring me down!

Nothing, that was, except the team list that came out on Friday.

MJ and Harry were doing their best to try to console me. "Would you really enjoy being on a team full of snobs, anyways?" MJ was asking.

It said a lot about how much she was trying to cheer me up that _she_ had actually been the one to suggest we all go to the comic store after school. Which was perfectly fine for me and Harry, but MJ had never been into comics. I appreciated it, and tried to give her a smile as I thumbed through one of this week's latest issues, but I was still upset at being snubbed.

I mean, I'd thought that these powers would mean something _good_, like, finally getting noticed and being liked and fitting in. And even when I _could_ do something awesome, I was still treated like some nobody! It wasn't fair.

"So," Harry started, and his innocent tone had me eyeing him over the top of the pages. "How come the store owner never kicks you out for reading comics in here?" He gave me a scrutinizing look. "It's 'cause you're a girl, isn't it?"

Despite myself, I had to laugh. "Um, I'm not sure he's even noticed I'm a girl."

"That seems like something someone would notice," MJ remarked, raising one eyebrow, and I chuckled again.

"No," I said, turning back to Harry to answer his question. "It's because I set up his website for him." I gestured dismissively with one hand.

Harry seemed much more impressed than that really warranted. "Seriously?"

"Yeah," I replied with a shrug. "I took some amateur shots of the place with my camera, then whipped up a layout. Nothing fancy, just basic HTML. Took, like, an afternoon." That was when I realized both of my friends were staring at me. Harry had that familiar look on his face, and I rolled my eyes, grinning. "Go on. Say it."

"Nerd," he teased good naturedly.

"_Thank_ you!" I responded, as though it were the highest praise.

"You're welcome!"

"_Jealous_," I teased right back.

Harry just let out an amused snort. "No kidding. It is _not_ fair that all that stuff comes to you so easily."

MJ was giving both of us exasperated looks, but I just sort of shifted and shrugged again, almost embarrassed. "Well, everyone's got something they're good at." Harry's expression turned into that distant look he gets and I could have kicked myself for hitting the wrong subject. Trying to lighten the mood back up, I continued, "I'm good at math and sciencey stuff… You're good at being cool and not getting stuffed into lockers!"

I'd meant it as a joke, but instead of lightening things up, both Harry and MJ immediately looked incensed. "Is someone giving you trouble again?" Harry demanded.

"_What?_ Nooo…" I scoffed, totally lying and— judging from the looks I was getting from the two of them— not doing it well.

But I could handle the Neanderthals in our class… and if I wasn't embarrassed before, I was now at my friends' insistence on protecting me. All the same, it was endearing… there was a reason, after all, that these two were my closest friends.

Like when Harry would tease me for being a 'nerd'… coming from him, or MJ, it was never more than light hearted ribbing, and it never upset me. Because, what it meant to me, was… even though I _was_ a huge nerd (heck, I still am)— they still liked me. Not just in spite of it, but _because_ of it. Around them, I never had to be ashamed of being myself.

So Harry would call me a geek, and I'd call him a rich boy, and we'd both steal MJ's camera and film fake interviews with each other while she chased us down trying to get it back. Honestly, I couldn't have asked for better friends.

All the same, I wanted to steer the conversation back to something different. So, I casually asked, "Ever wonder what it would be like to have super powers?"

Okay, maybe not the most subtle question in the world. But, despite what had happened at the tryouts, I was still pretty pumped over my newfound abilities.

MJ just raised an eyebrow again, and Harry laughed. "Hah! Of course," he agreed, smiling wide. MJ shook her head at the two of us, not bothering to hide her own smile while Harry considered the question. "But, y'know, it _has_ happened… I mean, there are real super heroes out there now."

"What, like Iron Man?" I asked, interest piqued.

"There are others too," Harry went on, and even he seemed to be getting excited with this topic of conversation. "My dad has talked about them. Like Captain America."

"Yeah, I've heard of him." I placed the comic I'd been leafing through back on the rack. "Or that guy who's supposed to be from another world, Thor?"

Harry's face was split by a wide grin, and he struck a pose, that, I _assume_ was supposed to be of him holding a hammer and looking powerful. After a moment, MJ and I both started snickering, which turned into full-on laughter when he shot us an incensed look.

I was still chuckling when I added, "Heh, they should write comic books about them!"

"Yeah, that would be totally cool," Harry agreed, starting to look a little less miffed. "I'm kind of surprised that they don't already."

"No kidding. But," I added, frowning, "I'm pretty sure there aren't any comics about Iron Man yet."

The look I was getting from him was droll. "Seriously, there are more super heroes than just Iron Man!"

"_Well_," MJ broke in, voice dry. "As riveting as this conversation is, I need to start heading home." I gave her a sheepish look, and her expression softened. "Hey, are you doing all right?"

I smiled back. "Yeah, I'm fine now," I promised. "Thanks."

Her expression became apologetic. "Sorry, normally I'd walk home with you, but I've got to run a few errands on the way—"

"_Don't_ worry about it," I cut her off, glad that I wouldn't have to make an excuse.

"Hey, I can give you a ride," Harry jumped in. Of course, by him, he meant his driver, and although I was never one to turn down a free ride, this time I had something else in mind.

"Thanks Harry, but I was just going to walk," I admitted.

"Oh." Whoops, I hope he didn't think I was brushing him off. But then he seemed unconcerned. "No worries; just be careful, okay?"

They were _both_ giving me that look now, and I let out an exasperated sound. "Okay, mom and dad, I'll remember to look _both_ ways before I cross the street," I sassed.

MJ shook a finger at me. "We will turn this comic store around, young lady."

I had to bust up laughing at that. "Hey! Making lame jokes is _my_ job!"

"You should have beat me to it, then," she replied primly, head held up, smirk on her face. "Harry," she said as way of farewell.

He was chuckling at the two of us. "See you tomorrow, MJ."

"_Bye_, MJ," I said pointedly, and she grinned at me on her way out the door. Then I turned back to Harry. "I hate to say it, but I should probably head out too, before my aunt and uncle send out a search party for me."

"All right," he allowed, if reluctantly. "Sure you won't take me up on that ride?"

"Next time," I promised, heading for the door.

"I'll hold you to that! Later, Petey," he called after me, and I waved back.

"Later Harry!" I had my hand on the door when something suddenly caught my eye.

Right next to the comic shop's door was a bulletin board… you know, full of the usual things. Card game tournaments, advertisements for people selling stuff… but one in particular stood out to me.

It was a flier for open fight nights at a local MMA arena, where anyone could get in the ring for a chance to win a thousand dollars cash. And tonight was going to be Ladies Night…

This was it. This was my chance to use my new powers! And if I won— a _thousand dollars_. Holy cow. I realized I was gripping the edge of the flier, and quickly let go, before focusing on the address, trying to burn it into my memory. Then I glanced surreptitiously backwards, making sure Harry hadn't noticed my delay. I mean, usually I share all of my dumb ideas with him or MJ, but this time, I didn't want him talking sense into me. I wanted to prove myself. And the money wouldn't hurt, either.

Satisfied that I would remember, I pushed through the door, out onto the street, whistling to myself. I could see it all in my head. Tonight was going to be _great_.

* * *

X

* * *

**A/N: All right, so this is the first part of my newest story; the second part will be posted in two days. For those of you unfamiliar with the Rules of the Internet— Rule 63 indicates that 'For every given male character, there will be a female version of that character, and vice versa'. As for this particular story, that means that instead of Peter Parker seeking to become the Ultimate Spider-Man— Peyton Parker is on her quest to become the Ultimate Spider-Girl. **

**Why, you may ask, this sudden gender bend fic out of seemingly nowhere? I've actually been working on the story for quite some time, but there was one particular thing that prompted me to start releasing it now. For those who haven't heard, Season 3 of Ultimate Spider-Man has finally had some promotional material released (Google Ultimate Spider-Man: Web Warriors). One of the arcs for the season will apparently involve Spider-Man meeting several other Spideys from alternate dimensions— and one of these alternate Spideys is Spider-Girl, aka, Petra Parker. (As a matter of fact, it is a promotional image of her that I've used to create the cover image for this story.)**

**Don't get me wrong— there have been many gender flipped versions of Peter Parker in fanon, so the concept is hardly original to me. However, during this upcoming season, it's going to become canon and will most likely prompt many more gender bent fics. It may be a little childish of me, but I don't want almost a year of work and outlining to be written off as 'hopping on the bandwagon'. At the moment, the bandwagon is more like a little red Radio Flyer wagon, so I think now is the better time to start establishing the story I'd like to tell. **

**As a final note, this story will largely parallel or retell the Ultimate Spider-Man television show. I will also be including original story lines (and have several already planned), and in some places will be deviating from the show's canon. We'll see just how many plotholes that causes me when Season 3 is released (August 31, by the way). **

**As always, thanks for taking the time to read! I hope you enjoyed it, and I promise I have much more where that came from.  
::DemonicK**


	2. Prologue II

**Ultimate Spider-Girl  
****[USM, Rule 63]  
****26 June, 2014**

**Chapter 2: Prologue II**

* * *

X

* * *

My high spirits hadn't diminished by the time I arrived back at my house— of course, the fact that my route home had largely been over roof tops and across gaps _most_ humans could never dream of jumping might have had something do with that. I let myself in, slipping off my backpack and heading for the kitchen to grab a snack.

"Well you look like you're in a good mood," a soft voice called out.

I turned to see my uncle reclined on the couch, smiling; I returned the gesture. "Hey, Uncle Ben! You're home early," I noted.

"Yeah," he admitted with a wince. "The day got cut short. You're home a little late, though."

"Me and MJ and Harry decided to hit the comic book store," I answered, a little distracted as I started rooting through the fridge.

"Mm," Uncle Ben offered. "Find anything good?"

"What, at the comic store or in the fridge?" I ducked my head out to flash a grin at him.

He tried to hide his amusement. "Don't let your aunt hear you talk like that," he teased.

"My lips are sealed," I promised. "But nah, I didn't buy anything." Why did everything in here have to be healthy? What kind of teenager subsisted on _healthy_ food? I settled on some orange juice, and stood up to pour myself a glass. "Hey, mind if I go over to Harry's tonight?"

Uncle Ben considered it for a moment. "Well, I suppose it's not a school night… So long as you finish your homework first," he finally allowed.

"Yes, yes," I agreed, pretending to be exasperated as I made my way back to the table, juice in hand. "I'm going to knock it out now."

While I seated myself and pulled out my binder, I noticed my uncle coming over to stand behind me. I was mostly focused on digging out my math textbook so I could get my work done and over with. Because of that, it didn't really register when he reached past me and slipped a piece of paper out of the binder's pocket.

"Is this your history test, Pete?"

"Huh? Oh yeah," I answered, glancing at the piece of paper in his hands before going back to what I was doing.

I should have realized from the tone of his voice that there was more to it than that. "Peyton." _That_ caught my attention… parents just have this way of saying your name where you instantly know you're in trouble, though I couldn't imagine _why_. When I looked back up at him, confused, he was holding up my test. There was a slight frown on his face. "Your test score," he prompted gently, tapping the top of the page.

"It's an 89," I remarked, a little incredulous.

"It's a _B_."

"Are you kidding me?" Now I was starting to get incensed. "You're mad over a _B?_ B plus, I might add," I threw in, miffed.

"I'm not mad," Uncle Ben insisted, forehead creasing. "I just know you can do better. Like if you had bothered to study for it," he added pointedly, and I definitely did _not_ feel a pang of guilt at that.

"What? Why should I cram?" I shot back. True, I hadn't studied for that exam at all, but I didn't exactly _need_ to. "Look at how well I did!"

"What I see is that, if you had applied yourself just a little more, you could have aced it." The disapproving look on his face couldn't have been more obvious.

At this point, though, I was entirely on the defensive, arms crossed in front of me. "I can't believe this. Y'know some people get mad at their kids for _failing_," I pointed out sarcastically. "Other kids _failed_ that test—"

"This isn't about what other kids can do," my uncle cut in sternly. "It's about _you_."

"So I'm supposed to be better than everyone else?" I snarked.

His frown just deepened. "You're supposed to take some _responsibility_."

I let out a frustrated sound. "Uncle Ben, it doesn't _matter_. I've still got an A in the class. Even if I didn't, it's still a passing grade!"

"It matters," he replied, "because you could have done your best, and you didn't."

"It's _high school_," I insisted. "It's not _that_ important."

"You don't know that!" I was taken aback by my uncle's sudden vehemence. He wasn't shouting, but he didn't need to. "What about _scholarships?_" he pressed. "I know you want to go to college." We both fell silent, as a lot went unspoken in that sentence. He then shook his head, sighing. "Pete, we don't always know which opportunities are the important ones, until they've passed us by."

I was just fed up with getting lectured over what I saw as no big deal. "_Ugh_, Uncle _Ben_—"

"_Fine_. Fine," he finally conceded, seeming to deflate, although his disappointment in me was clear. "You're going to figure it out one day."

I looked away. I was _not_ sulking.

"…I need to do my homework," I finally said, voice quiet. "Can I still go over to Harry's after that?"

There was a protracted silence, before he sighed again. "Yes, you can still go. After your homework's done."

And with that the conversation was over. Don't get me wrong, I loved my uncle, but right then, all I thought was that he was being a stuffy old person and deliberately trying to make my life more miserable than it already was. …He was an amazing man. I really didn't deserve him.

But, that wasn't what I was thinking then. All I really cared about was rushing through my homework so I could get out of there… Of course, I wasn't actually planning on going to Harry's, but he certainly didn't need to know that. And I wasn't going to be bothered worrying about some stupid _test_. I had something _real_ to do.

By the time my homework was finished, I was rushing to grab my stuff, when Aunt May walked in the door.

"Hi Aunt May, bye Aunt May!" I called, kissing her on the cheek as I rushed past.

"Peyton! What was that all about?" I could hear her asking my uncle as I dashed out the front door. I was too excited to worry about that, though. I could deal with it when I got back later.

I was cutting it kind of close, but without too much extra effort, I was able to run and jump my way to where I needed to be. So, when the side doors of the arena opened up to admit the challengers, I was there, waiting in line.

I was prepared, too. See, I figured they might not want to let a teenager in, especially one as small as me. But, if they didn't know how old I was, no sweat! For that reason, I had dug out an old ski mask and the matching goggles. Finishing the look off was a long sleeved shirt and leggings— and the pointed looks and snickers from the women in line were all out of pure jealousy. …Okay, so it wasn't really the _coolest_ I had ever looked; naturally, the ski mask was bright red, and the only long sleeved shirt I could find was blue. But, at least if I made a fool of myself, I had plausible deniability.

When it was my turn to get signed in, though, the woman with the clipboard gave me a dubious look. "You're underage," she immediately pointed out and it was probably a good thing she couldn't see my expression.

Instead, I smoothly replied, "You don't know that."

Her expression clearly asked, 'who do you think you're kidding?'.

"Hey," I insisted, a little incensed, "I could be anybody under the mask, right? …Come _on_, just let me have a shot," I pleaded.

She continued to eye me before shaking her head. "Your funeral. What do we call you?"

Ha, I had looked this up before coming, so the question didn't catch me off guard. All the different fighters had these fake names or personas they used in the matches, like the Crusher or Bone Saw or Bombastic. According to the flier, these would be cage matches, which was perfect for me, since I was suddenly an amazing climber. With all of that, it had been pretty easy for me to pick out a name, and I confidently answered, "The Spider."

She glanced up at me, then rolled her eyes. "Go on in, wait until you're called."

They had us waiting in a locker room; I was off to one side by myself, trying… well, not to look like an excited school girl. But oh man, this was totally going to rock!

Finally, a girl ducked her head in and pointed at me. "You. Goggles. You're up."

I leapt to my feet, all too eager, and she smirked. Didn't matter though— no one would be laughing at the end of the match.

As I followed her down the hall, she glanced back at me. "You know, you get hit in the face, those are gonna shatter right into your eyes."

"I just won't get hit then," I replied, brimming with confidence.

"Whatever," she conceded. "Wait until I tell you to go, then _walk_ out and up the stairs into the cage. When they ring the bell, that's when you can start fighting." That last word was slightly slurred, as though she was trying not to laugh.

Bouncing up and down on the balls of my feet, I paid her no mind. I was _so_ ready for this.

From within the arena, I could suddenly hear the announcer over the speakers: "Up next, ladies and gentleman— in this corner, our reigning champion, our queen of mean— Ella Fitz-Peril!" I clamped a hand over my mouth— between that and the mask, it _almost _muffled my snickers.

The assistant seemed just as amused, but for a different reason. "You're laughing _now_," she pointed out, her smirk returning. That curtailed my laughter, and I settled for glaring at her through my goggles.

"And in this corner—"

"That's your cue," the assistant said, shoving me through the curtain. I stumbled but managed to get my feet back under me, then paused, shocked by the crowd. I mean… it wasn't that big an arena, but still…

The announcer was continuing right on: "Another green challenger, daring to step into the cage! Is she afraid of failing as horribly as the last two, and that's why she's hiding her face? Who knows!"

"_Hey_," I muttered, before remembering I was supposed to be heading for the cage.

I dashed the last few steps, taking the stairs three at a time, just in time for the announcer to boom, "Ladies and gentlemen, I give you— Spider-Girl!"

"Wait— _what?_" I demanded, turning back towards the steps— only for the cage door to be closed in my face. "You couldn't even say Spider-_Woman_ or something?" My complaints continued to fall on deaf ears.

"Hey, fresh meat! Eyes over here!" Already peeved, I turned to glance at the person in the opposite end of the cage and gave her a quick once over.

…I sincerely doubt that woman knew _anything_ about jazz.

But then the lighting in the rest of the arena were going down, with only spotlights left on the cage. A bell clanged— and 'Ella' wasted no time, charging right for me, screaming like some kind of animal.

"_Holy_—" My eyes would have bugged out of my head if they could— and my brain felt like it'd been poked with a cattle prod. Like it was screaming right along with her: _Danger, danger, DANGER!_ Funny enough, I'd kind of picked up on that already.

I spun, leaping to grab at the wire on the side of the cage— I had to do a hasty splits to keep her from smashing into my legs. Then I was distracted for a moment by the fact that, I had just done a splits! While hanging from a fence! How cool was— wait a sec, there that jolt in my head again—

"Uh-oh," was about all I had time to get out before the psycho beneath me grabbed one of my ankles and yanked. I desperately clutched at the fencing, and, to my amazement— the side of the cage bowed inwards.

"What?" 'Ella' demanded, baffled by the fact that she couldn't break my grip. I let out a breath, shortly followed by a laugh, then twisted to peer over my shoulder. Muscles-for-brains's look of confusion turned to rage, and she tried again to pull me off the wall. "Get down here!"

"Nah, I'm good," I shot back— I had her number this time. I aimed a kick with my free foot, and it caught her squarely in the chin. She immediately released my leg and staggered back, clutching her face. The crowd was going nuts; I paused to give them a little wave, before I clambered my way up the rest of the wall, pausing at the top.

I knew I could stick to walls… could I hang from the ceiling? Of course, this wasn't really a ceiling so much as more wire— and, I had to admit, people might start to flip out if they saw me dangling from the top of the cage with seemingly no support. But…

I had to try it. I loosened my grip on the wire of the wall, wiggling my fingers. Now or never. At least if I missed, I could… _probably_… land on my feet.

I kicked away from the wall, twisting over, and it was like I knew exactly when to reach out, how far to stretch—

The fingers of my left hand clamped onto the wire of the ceiling, which sagged under my weight as I swung back and forth, dangling. People in the crowd were gasping, but that was quickly replaced by shouting and stomping. _You think that was good?_ I asked mentally. _Get a load of this!_

Carefully, I reached up and snagged the wire with my other hand. Then, I curled the rest of my body up, tucking my legs, slowly rotating until my feet rested against the ceiling.

I was literally hanging upside down from the top of the cage. If the crowd had been wild before, it absolutely exploded at that. Now, to be fair, my feet were also sticking to the wire at this point, but they didn't know that. To the audience, it looked like I was holding myself up by sheer arm strength. Which I totally could have done, by the way.

Meanwhile, 'Ella' was standing underneath of me, doing a very accurate impression of a pitbull trying to get at a toy that's being held _just_ out of reach. She was also shouting some things that I probably shouldn't repeat.

"You scrawny little twit," she spat. "You think you can hide up there forever?"

"Well you could always come up here and get me," I offered helpfully. Her dog impression was made that much better when she started howling with anger. She then took a running leap that I didn't bother to flinch away from— no cattle prod in the back of my head, so no need to worry. "Ohh! _So close_. You were so close. Come on, don't give up, I'm right here!"

Maybe I shouldn't have been taunting the extremely muscled, extremely mad fighter below, but I was just having too much fun.

"I'll tell you what, I'll come down there," I finally conceded, and her face lit up, triumphant.

"Yeah, that's right, you'd better get down here!" 'Ella' gestured towards the floor.

"No, no, I will," I insisted. "But, I gotta ask— you _sure_ you want me to come down?"

"Come on, you little chicken! Get down here and _fight me!_"

Okay, to be honest, she didn't use the word 'chicken'. So I wasn't feeling too charitable towards her in the first place. Also, the crowd, while impressed with my appropriately spider-like antics, were starting to get restless, and were chanting, '_Fight, fight, fight_'. Who was I to deny the people what they wanted? "All _right_," I returned in a sing song voice, "if that's what you _really want_…"

She was standing directly beneath me. Oh, I could not have planned this any more perfectly.

Without any further warning, I shoved off from the ceiling— I shouldn't have been able to do it. The reaction speed to pull off this kind of stunt was something no human had… except, apparently, for me. At exactly the right moment, my arms snapped out and grabbed her shoulders. I twisted, flipping myself around and shoving her off balance— and of course, 'Ella' just stood there through all of this, staring at me stupidly.

We both slammed to the ground— her face down, me crouched on her back— and there was a distinct _thud_ from her head smacking into the floor.

The whole room fell silent. What I had just pulled off started to sink in, as I rose out of my crouch and stepped back to the floor. I'd just taken down a woman twice my size… with a feat that could only be called super-human. I had knocked her completely unconscious with _one move_.

I was shuffled to the side as some medics jumped in, kneeling to check on the woman I had knocked out. They rolled her over— her nose was completely bloody, but she was starting to blink herself awake. "What… the _hell_…" she was moaning.

Suddenly someone grabbed my hand and yanked it over my head. I was startled until I realized it was the announcer, yelling into his microphone. "Ladies and gentlemen! Our challenger is victorious! Give it up for _Spider-Girl!_"

The room suddenly erupted into so much noise, I just about leapt back onto the ceiling. It was absolutely deafening— the shouts and screams and whistles and clapping— _Oh my God_. _I…_ _I won!_ I had never won anything like this in my life! I had _never_ had people cheer for me like that! I pumped my free arm in the air, and the cheering intensified.

The announcer dropped his mic and my arm, leaning over to shout in my ear, "Y'did good, kid!" He then slapped me on the shoulder and pointed me back towards the door I had entered from.

I was so giddy I could have skipped. I mean, of course, I _didn't_. No, I was feeling much too cool for that. But I was ushered out of the arena by some more assistants, and up to a guy dressed in a suit with over-gelled hair. His face lit up when he saw me.

"Spider-Girl! Congratulations," he offered, reaching out to grab my hand and shake it while I offered my numb thanks. The man turned, gesturing for me to walk with him while he continued to talk, going a mile a minute. "Very pleased to meet you, little missy; I'm the arena's organizer. Quite a show you put on out there— very nice, _very_ nice," he chuckled. "And what an underdog story! Let me tell you, the house made a pretty penny off of that fight."

It took me a second to realize, he meant that people had been betting _against_ me, but I quickly put that out of my mind, and jogged the few steps to catch up. "My pleasure," I finally replied, excitement ready to bubble over. "So, I get the thousand dollars, right?"

"Absolutely!" _Yes!_ "All you have to do is sign an exclusive management contract with me, and it's all yours." I halted where I was, as he kept going. "And let me tell you, I am _loving_ the idea of getting some new talent in here—"

"Whoa whoa _whoa_— contract?" I asked, confused. The guy paused to turn and look at me. "Nobody said anything about a contract. I'm not signing anything!" Not to mention, legally, I _couldn't_ sign anything, and Aunt May and Uncle Ben would _never_ agree to something like this.

The guy pressed his lips together into a thin line. Then shrugged. "Well then, you're out of luck."

"But that wasn't—"

"Your problem, kid," he cut me off. "Not mine. Deal with it." With a derisive snort, he turned and walked off, leaving me standing there.

A few minutes later found me sulking in the locker room, mask off, goggles around my neck. Why did this keep happening to me? Why was it that _every_ time I had something nice _just_ within my reach, it got yanked away? I mean, what _good_ were these stupid powers anyways, if I couldn't _make_ something of them? I hung my head, raking my fingers through my hair.

A guy suddenly ducked his head into the room, and I started. "Hey! _Ladies_ room," I protested, despite the fact that I was the only one in there and fully dressed.

"If you're not one of the fighters," he said, completely ignoring my reaction, "you don't belong back here. You need to clear out."

"Oh come _on_," I groaned, but I got no sympathy. I let out a weary sigh.

"_Now_—"

"All right already!" I griped, giving him a sour look. "Can I at least change?" I mean, I _was_ still wearing my wonderful ski/gymnast ensemble.

He narrowed his eyes, but after a moment, conceded, "Five minutes." The door shut and I was alone again. I sighed one more time, before reaching for my backpack.

At that exact moment my phone decided to start ringing, and I just about leapt out of my skin. After taking a second to convince my heart to stop trying to escape my chest, I dug through my backpack to fish it out and check the number. It was… Uncle Ben? Oh boy. Hopefully he wouldn't be able to hear any of the background noise. I thumbed the answer button. "Hey, Uncle Ben, what's up?" If he said anything, I'd just say—

"I just got off the phone with _Harry_."

The blood drained from my face. No… no, no, no…

His voice was low and tight and I could tell he was _mad_, but he was keeping his tone carefully neutral. "I didn't want to upset your _aunt_, so I haven't said anything yet."

"Uncle Ben, I can—"

"_Not_. A _word_." I fell silent, but my heart was pounding so loudly again I was surprised he couldn't hear it through the phone. "I've told May I'm driving over to pick you up. Just tell me where I'm going."

The line fell silent for a couple of seconds before I quietly gave him the cross streets. "…I'm waiting inside," I finished in a whisper.

"I'll be there in ten minutes," was all the reply I got. "And we're going to have a _very_ long talk about _responsibility_."

There was the slight _click_ that signaled the line going dead, but I just stood there with the phone held up to my face. It was like my mind suddenly refused to work. All it could process was a single thought:

…_I am so _**_dead_**.

When I finally managed to get my brain to start functioning again, I mechanically went through the motions of changing back into my regular clothes, stuffing my other ones in the bag, hefting the bag to my shoulder.

To say I was dragging my feet was an understatement. I was absolutely _dreading_ the inevitable confrontation I was about to have with my uncle. As long as I was still in here, though, that was in the future, not something I had to face _now_. So I slowly made my way back to the lobby, checking out the posters hanging up there. I could still hear the announcer and the crowd cheering through the walls. I sighed again, bowing my head forward to rest on the glass of one of the pictures. "Oh man," I muttered. "I am gonna be grounded for _life._"

I flinched when my phone started going off again— I didn't need to check to know it was Uncle Ben, but I did anyways, just on the slim chance… But no such luck. I started to answer, wincing, but then I hesitated. After a moment, I silenced the ringer. A few seconds later, I got the beep of a missed call.

I knew it was him, calling to say he was there. I just didn't know how I was gonna face him. Even if it was only another couple of minutes, I was putting it off as long as possible. So, instead, I quickly texted 'coming' so he wouldn't think I was ignoring him.

Taking a deep breath, I tried to steel myself. When that didn't work, I briefly considered running away and joining the circus.

Nothing left to do… I reached for the door, reminding myself, I had to face Uncle Ben eventually… I just really wished that _eventually_ wasn't _right now_.

I was caught off guard yet again when my phone emitted a _second_ beep, and I pulled it back out to check. "A voicemail?" I wondered out loud. He had left me a message? I paled again. "Oh that can't be good…" Maybe he _did_ think I was ignoring him, and he was even _more_ mad and—

"Hey! _Hey!_"

Startled at the sudden yelling coming from further back in the building, I glanced up to see a guy barreling towards me clutching some kind of bag. Someone was shouting from the hall, "_Stop him!_"

I jumped back, staying out of the way as the guy made a bee line for the front door. He turned to look at me, and offered a gruff, "Thanks kid." With that, he was out the door and gone.

Still taken aback, like a deer in headlights, I just watched him go. Then the organizer and one of his assistants made it up to the front.

All of a sudden, my new instincts were going crazy, making my brain jump when the assistant practically _tackled_ me. "Hey, let go of me! What's your problem?" I demanded as he yanked my backpack from my shoulder— "Give that _back_!"

He pulled it open, only to let out a ragged breath. "Nothing."

I snatched it from him, clutching it to my chest. My voice was incensed and broke high; "I wasn't _working_ with that guy!"

"Then why didn't you stop him?" the organizer demanded, almost desperate.

"What— _me?_" Now I sounded incredulous.

"You did well enough in the arena!" he countered.

I blinked, then pulled back to regard him coolly. "Yeah," I agreed after a moment. "I _did_."

It took a second, but I could see it finally click in his brain; he narrowed his eyes, starting to sneer. I was already turning away, though, pushing through the door. I'd wasted enough time in here— the assistant suddenly grabbed my arm, and I was this close to elbowing him in the gut, just to get these creeps to back off. "Look," he cut off my angry protest, "just tell us which way he went!"

Yanking my arm free, I gave them a belligerent look. The organizer looked like he was about ready to try and hit me; I shot him an angry glare before letting out an exasperated, disgusted sound. "He went _that_ way." I gestured in the direction the man had run before letting my arm flop to the side. "Are we done here?"

They weren't paying attention to me anymore, though— they were having a hushed conversation between themselves. "Mark, we need to call the cops," the assistant was saying, "the guy's gonna be long gone by now."

_Yeah, and he's not the only one_, I thought to myself. I needed to get moving before Uncle Ben _really_ had a conniption fit. Slipping away from them and out the door, I ignored the dirty look the organizer was throwing at me, and began my slow trudge down the block.

Admittedly, I was dragging my feet again. I know, I shouldn't have. Uncle Ben was only going to get madder the longer I took— even though it was _those guys' fault_ for holding me up!

As I drew closer to the corner, my brow started to furrow in confusion. Where was Uncle Ben's car? I knew I told him the right cross streets— didn't I?

That was when I realized there was a person lying on the sidewalk and my blood turned to ice. Oh no— _no_—

"_Uncle Ben!_"

Everything just… turned into a frantic blur at that point. I think, I was screaming for someone to call an ambulance. I remember my hands on his stomach— my arms shaking so bad I could barely keep them in place— just trying to stop the bleeding but it wouldn't, it— it _wouldn't stop_…

A couple hours later… I was lying in the dark in my bedroom, staring numbly at the ceiling.

It was well past one in the morning. Neither of us had felt like sleeping, but Aunt May had finally cried herself out on the couch. I'd tried to fall asleep too, but how could I? All I could think about was that my uncle was gone, because of some lowlife with a gun.

When the cops had brought Aunt May, she'd been hysterical, clinging to me, saying that she was just glad that I hadn't gotten hurt. I was barely able to choke out, "I— I wasn't… in the _car_, Aunt May, I—" I wasn't able to finish, my face screwing up as fresh tears spilled over. "I _should_ have been—"

"_No_," my aunt cut me off. "No, I'm _glad_ you weren't. You could have been killed too," she whispered. Those words had Aunt May crying again, though, and she held me that much tighter.

But I _could_ have done something. I could have stopped them. ...But I couldn't tell her that.

So I was left lying awake and alone in my room. I started fiddling with my phone, before I suddenly remember the missed call of earlier— and the voice message. I sat up on my bed, reeling like I'd been struck. It took several minutes of me sitting there, shaking once again, before I was finally able to bring myself to play it.

'Pete, it's _Uncle Ben_—' it started out, and his voice was clearly annoyed. 'I'm waiting for you. You better get your butt out here.' I closed my eyes. If I hadn't been dragging my feet… On the recording, my uncle let out an explosive sigh… then a weary breath.

'…Peyton, I… I know you're probably terrified of talking to me right now,' he admitted. 'And I'm still mad— you are _definitely_ in trouble, young lady,' he added, a warning note in his voice; I let out a choked laugh, on the verge of hysterics. 'But… I hope you know _why_ I'm upset.

'Petey… you are such an amazing kid. Sometimes, you're so smart it's scary, to an old fogey like me.' Another pained laugh bubbled up from my throat, this one accompanied by tears. 'And we want to give you freedom, to be your own person, to do your own things. But there's something you've got to remember: with great _power_, there must also come great _responsibility_.' His voice grew quieter. 'You are capable of so much, Pete… And, we want you to live up to that. You _owe_ it to yourself to live up to that.'

By this time, tears were flowing freely down my face, and he let out a much quieter sigh.

'…All right, we'll be talking about all of this soon enough, I suppose. So come outside, and we'll head home, okay? …And remember, I love you Petey.' There was that soft click, and the room went silent.

At that, my face screwed up, unable to keep myself from breaking down. When I tried to breathe, it came in gasping sobs that wracked my whole body. It took several minutes before I could force my breathing back under some kind of control, and by that time, the rest of me was trembling too.

_Power…_ well guess what? I had powers! What _good_ were those powers, if I never got a chance to use them? With a choked scream I tore the sheets and blankets from my bed, flinging them across the room, then buried my face in my hands. I could have made a difference. I could have _saved_ Uncle Ben!

…What I _couldn't_ do, was just _lay_ there.

Agitated, I rolled out of bed, searching for my backpack. All of my grief was boiling up into something vicious, something dangerous. I found exactly what I was looking for— the mask and goggles. I hesitated for a moment, turning them over in my hands.

It felt like it had been weeks, not hours.

Then I shook my head, shoving my way out of my room. I walked just far enough down the stairs to take a glimpse at my aunt— still sleeping on the couch. I crept back up to my room and slipped the window open. I pulled the goggles over my eyes and yanked the mask on over that, then wasted no time in getting up to rooftop level.

The officers had said they had the guy holed up in an old warehouse. Waiting him out, they'd said.

I wasn't waiting. I was gonna find this guy. I was gonna make him _pay_.

Oh… I found him all right.

In an old warehouse, just like they had told us. All the police cars with their lights flashing out front. When the guy realized there was someone in there with him, he was terrified; he started taking shots at me, which I found out, I could dodge just as easily as a punch.

The first thing I took was the gun, crushing the barrel in my hand. The next thing I planned on taking— well…

I flung him half way across the room. Before he could scramble to his feet, I was already on top of him, delivering one punch, then another, and another— then seized him by the throat. I stood, yanking him up with me. I drug the monster over to a window that had been broken, and shoved him through. I just held him there, dangling, three stories up. And I let him get a nice view of the drop, too.

His expression grew frantic, and he clutched at my arm. But, that wasn't what I was paying attention to. You see, now that we were at the window, everything was clearly illuminated by the lights outside. So I got a good, long look at his face while he was busy panicking.

And fury turned to cold horror.

It was the robber… the guy from the arena. The guy _I_ let go. _Oh God…_ why didn't I _realize_—

…This was all my fault.

* * *

Now… fast forward one year.

Instead of competing in cage matches for cash, you could regularly find me beating down thugs and costumed villains alike, all in a suit of my own, which— if you ask me— is puh-_retty_ snazzy. Heh, designed and sewed it myself. Much better than what I had worn to that stupid fight, and way cooler than any cheerleader's uniform.

Unless you're asking Jameson of course. I believe his exact words were, "She puts the red, white and blue to shame!" Yeah. The guy has serious issues.

That wasn't going to stop me, though.

Uncle Ben kept trying to get me to understand— it's not about doing better than everyone else, it's about doing your best. And he was right, I did figure it out for myself. Only I figured it out too late. Never again, though.

I kept telling myself, if I had just _been_ there, I could have saved him. I _owed_ it to him to track this creep down and stop him before he hurt anybody else. Then I saw his face. And I realized, I _was_ there. I _could_ have stopped it, just by doing the right thing.

As much as I hated him… as much as I _wanted_ to hurt him… I hated myself too.

I almost did something terrible that night. But, then it sank in: I couldn't change what happened. I could let this monster fall to his death— make sure he never hurt anybody, _ever_ again— but that wouldn't change things. And it wasn't what my uncle would have wanted.

I… couldn't save Uncle Ben. That opportunity slipped away before I'd even known it was there. But, I could do _something_. Save _other_ people, choose to do what was _right_— and live up to what I was capable of.

As it turned out… I was capable of a whole lot. Especially now.

So, the guy ended up in prison instead of as a smear on the pavement— and I became your friendly, neighborhood Spider-Girl!

What can I say? The name grew on me.

Some things have changed over the last year. I've had to start wearing my hair shorter, for one, so it fits under my mask. I kind of miss my ponytail, but it only took _one_ time of getting it caught in a web line… I'm sure you can visualize the outcome of _that_. But on that note— I've got web shooters now! Completely home made, and that _includes_ the formula for the web fluid. Who ever said chemistry wasn't fun?

Now, it also means I have a whole lot less time on my hands, for home, for friends, _and_ for school. But, this time around, I was making sure I was giving it as much effort as I could… which, honestly, wasn't as much as it should be a lot of the time. Luckily, tests were still pretty easy for me. Usually. The sciencey ones, at least. The thing is, when you spend your afternoons fighting super villains, a pop quiz really does not put that much pressure on you.

Of course, some things haven't changed at all, including my love of bad jokes and sarcasm. And I'll _never_ get tired of swinging and flipping my way through the New York skyline, much like I was doing when we last left off. I was back in my element, and there was _nothing_ that could compare.

I paused on top of a (thankfully, Jameson-free) bill board to check my phone for the time. Yeah, yeah, I know, I should have just worn a watch. The problem with that is it gets in the way of my web shooter. I'd had the idea to mount a watch _on_ the web shooter itself, but until I got the time to myself to actually sit down and tinker with it— hah, you can guess how often that happens— I was stuck pulling out my cell.

Hm. Starting to cut it a little close. I probably needed to be heading for school—

The sound of screeching tires immediately tore my attention away from the time.

—Or _maybe_ I needed to worry about stopping that skidding cop car first!

I dashed along the roof tops, but even as fast as I was, I could see I wasn't going to make it in time. The car had skidded around the corner and was already up on two tires— and it was going to smash straight into a shop. Leaping into the air to give myself the correct angle, I fired a burst of webbing at the store's front window.

The car still plowed into the building, destroying the storefront— but the web held. And the damage wasn't _nearly_ as bad as it would have been. Instead of barreling right through the shop, the car stopped just past the threshold, and the web kept glass from flying everywhere.

Still, I was eyeing the wreck anxiously as I swung over. By the time I was clinging to the side of the damaged building, though, the cop who had been driving was crawling up and out of the passenger side window. I breathed a small sigh of relief.

The policeman must have noticed me overhead and gave a wave of gratitude. "I'm starting to think that Jameson is wrong about you, Spidey!" he called up.

"Glad to hear it, officer!" I responded. "Spread the word!"

Shooting a web at the building on the corner, I slung myself in the direction the car had come from, then jumped down to ground level. I wanted to make sure that no one else had gotten hurt by the out of control—

"_Thought_ that would get your attention," a gravelly voice chuckled.

Spinning, I saw someone emerging from the back of a truck— a truck that, now that I took a good look at it, seemed to have been carrying something valuable. I didn't have too much time to figure out _what_, because I was a little more preoccupied with who I was suddenly facing down— the Trapster.

"_Hey_, it's my favorite glue stick!" I held both my arms out like I was greeting an old buddy. Inside, though, I was groaning.

Take note, true believers! Despite the cheerful greeting I was _not_ happy to see this clown. He's a super villain whose 'theme' is… you'll _never_ guess this one… _glue_. In fact, his main method of attack: a _glue gun_. And, yes, it's about as ridiculous as it sounds.

And yet, despite that, he always managed to get the best of me! All three times I had tangoed with the Trapster, it went south— and I ended up glued to something embarrassing.

Also, it might be good to note, this was not my usual fare. Don't get me wrong, I'd tangled with some super powered baddies, taken down a villain or six. Mostly though, I was more of a 'street crime' kind of spider. I mean, the takedown in the warehouse that morning? Pretty typical for me. Arts and crafts themed evildoers, not so much.

But lately, it seemed like the more superheroes that showed up, the more super villains there were to get in our way. Not that I'd call _this_ guy super _anything_. Super annoying, maybe.

I wasn't going to let on any of that to him, though. Instead, I kept speaking, slowly sidestepping to try to get into a better position. "We have _got_ to stop meeting like this, Trapster— people are starting to talk!"

He just grinned, and aimed his glue gun at me. I tensed up, and tried to assured myself, fourth time's _gotta_ be the charm. _All right Spidey, let's see if you've learned from your mistakes!_

Although, as he finally took the first shot and I leapt out of the way, I reflected that the main thing I learned was— I ducked a second shot— don't get hit by the goop!

That glue gun wasn't very good up close, so I pressed forward; Trapster tried to pull back but I definitely had him beat in the 'speed' category. I feinted low then hit high, punching Trapster straight in the face. The blow flung him into a parked car, triggering its alarm.

To Trapster's credit, he surged right back up, with a maniacal grin on his ugly mug and several objects in his hands that I recognized as glue grenades. And don't ask how I recognized them.

He flung a whole handful straight at me; I backflipped the first few, then web-slinged up to the side of a building. "Why don't you stick around?" he taunted, stalking back out to the middle of the road.

"No thanks," I shot back, firing a few web shots at him and forcing him to duck behind the truck. "I've got the sticking thing covered. Also," I went on, bouncing out of the way as he leapt out from behind his cover, glue gun a'blazing— "Maybe work on some new material? If this is going to be a recurring thing," I pointed out, a stream of liquid adhesive following after me, "I think we ought to keep things fresh!"

I started web-slinging in one direction, then fired another web the opposite way to yank myself back, successfully throwing off Trapster's aim. I then swung myself to the back of the truck, and kicked the door the villain was hiding behind. My reward was a loud _clunk_, the more muted thump of someone falling to the ground and some muffled cursing followed by silence.

Leaping to the top of the truck, I peered over to check on the Trapster. Maybe I had actually gotten lucky?

Or, I reflected, upon seeing his crazy smile beaming up at me— _maybe_ he was just pretending to be down for the count. My spider sense went off, and I tried to sling myself out of the way as he hurled yet another glue grenade at me— only this time, I wasn't fast enough.

"_Nngh!_" Grunting isn't exactly the most lady-like sound, I know, but it's hard to avoid when you've just been flung into a wall. As I tried to push away from the building, though, I found that I couldn't, and looked myself over.

_Oh, great job, genius_… _there was one thing you were supposed to do!_ Ugh, I was _covered_ in glue. Luckily, not _completely_ covered— I still had one arm loose— but enough that it was going to be a freaking _pain_ to wash out. As I struggled to free myself, however, I realized that Trapster was advancing on me, beginning to sight the gun— on my _head_.

I will admit, there was a slight moment of panicked tugging. When that proved fruitless, I finally, in one last desperate bid, fired a web shot straight for the barrel of his gun, right before he squeezed the trigger.

To both our surprises, the webbing held, and the gun began to clog. Trapster frowned, pulling the trigger a few more times. The storage pack on his back was starting to gurgle, though, and his own blind panic was quickly replaced with an almost pitiful look of resignation— right before the line connecting the gun and pack exploded.

I flinched away, before taking a moment to survey the messy outcome. The goop was _everywhere_… but mostly, it was on Trapster, who had managed to trap himself in his own little cocoon of glue. Hah, maybe if he was lucky he'd come out as a beautiful butterfly. At any rate, I didn't have to worry about him getting loose any time soon.

"Wow," I commented after a moment. "That _worked._ …Wish I had figured that out three fights ago," I grumbled as I strained once again to get my left arm free of the wall.

Once I had the use of both arms, I had a little more leverage to work on prying the rest of me off, preferably without tearing bricks off of the building. And, yes, that has happened before. I had just managed to free my back and my hip, when— "_Whoa!_"

There was a thud and I grunted again. I had managed to miss that my foot was still stuck, and had flopped forward, banging my head into the wall.

I just hung upside down for a moment, letting out an aggravated sigh. Then I readjusted my position and grip to push myself free _again_. This time, I managed to just fall in a heap on the ground instead of smashing my face into it. I let out an exasperated puff of air as I picked myself up.

Trapster was still stuck in his glue pile; he wasn't able to speak at the moment, but the unimpressed stare he was leveling at me said plenty.

"Oh, what?" I demanded. "Don't give me that look," I sniped, brushing myself off. "Nobody said spiders were graceful."

That was when I noticed Trapster's eyes trying to bug out of his head, and he started squirming as far as his little glue prison would let him. I frowned.

"Interesting," I noted in my best scientist-making-observations voice. "Villain's eyes widening in terror, but Spidey sense not tingling…" What would…

Whoa.

Moving in overhead was the SHIELD Helicarrier, and it was coming in low. SHIELD, if you didn't already know, stands for Strategic Homeland Intervention, Enforcement and Logistics Division. …You can see why they shortened it. From what I knew about them, they dealt with all kinds of threats, but… they couldn't be here for Trapster? I mean, that seemed a little low on the totem pole for an organization that regularly dealt with threats against the entire—

"Spider-Girl."

"_Hwah!_" Yet again, my spider sense had given me absolutely no warning. So, naturally, I completely wigged out and spun to find myself face to face with none other than: "_Nick Fury?_"

There was certainly no mistaking the man standing in front of me, not with the trench coat and eye patch. And Fury wasn't just some part of SHIELD— he was the _Director_ of the entire organization. And yes, that is with a _capital_ D.

Right now, his attention was entirely on me. _Me. Oh man…_

"Kid?" That one word was enough to jolt me back to reality, and focusing on him. Fury crossed his arms, eyeing me. He did not look happy.

"…We need to talk."

* * *

X

* * *

**A/N: So! Fifteen thousand words in, and we've covered... the first three minutes of the first episode. :) Thanks to those who reviewed, favorited or followed! ****Next chapter will be out sometime next week. I'm going to see what kind of writing rhythm I can get into before I promise any kind of schedule, but we'll see how it goes.**

**A quick note: I like to check out some of the stories of the people who do any of the aforementioned things, and in doing so, I realized that a line from my last chapter (specifically, Jameson on the screen and Spidey's reaction to it) was almost identical to a scene in ThatOneGirl32's story, 'Spider-Man: Ultimate Avenger'. It was unintentional on my part, but, credit where credit's due! She did it first. You should go check her story out!**

**Now some notes on this story. I hope this chapter came out well, as it took a decided shift away from the wittiness of the first one and delved more into the tragic part of Spidey's story. (This is also why I rated the story T right off the bat.) As you can see, unlike the show, I've gone ahead and specifically shown how Uncle Ben died in this universe, taking inspiration from various other versions of Spider-Man.**

**On that topic, I'll go ahead and mention now— I will make references to other versions of Spider-Man... and occasionally crib jokes from them. To be fair— would you prefer I use all of the jokes from Ultimate ****Spider-Man? They've had some hits... they've had a lot of misses, too. (And for those wondering about the 'jazz' joke— Ella Fitzgerald was a very prominent jazz singer.)**

**So, thank you again for reading! See you next time.  
::DemonicK**


	3. Great Power I

**Ultimate Spider-Girl  
****[USM, Rule 63]  
****3 July, 2014**

**Chapter 3: Great Power I**

* * *

X

* * *

'We need to talk.'

Those words never— _ever_— mean anything good. Whether they're coming from your friends, or your teacher, or your aunt— what it always comes down to, is: 'I'm in trouble'.

When someone like the _director of SHIELD_ says it… Let's just say, I was a little on edge.

"You super spies make a habit of sneaking up on hard working heroes?" I was standing with my arms crossed, defensive and tense.

Fury just gestured to his left, pointing to where Trapster's and my fight had taken place. I looked over that way and— I'll admit it, I flinched.

I couldn't pretend like I didn't understand what he was getting at; the sight wasn't pretty. A cop car stuck half in my webbing and halfway through the front of a store— glue _everywhere_— and that wasn't just limited to the cars or the street or the buildings. Oh no, the universe couldn't let me get away with _just_ that. There was a nanny trying to pull a kid away from a hunk of the stuff, someone trying to shove their way out of their apartment door and a police officer with… was that a horse?

"…I'm guessing you're referring to the glue?" I asked rhetorically. "That would be Trapster's doing. The guy whose butt I kicked?" I jerked a thumb over my shoulder towards the villain in question. "You're welcome."

Even as the snarky words were leaving my mouth, though, I was mentally kicking myself— _shut up, idiot!_ Yeah, when I get anxious, my mouth starts running faster than my brain can keep up. Needless to say, I was slightly terrified at the moment.

"No one's saying you didn't 'stop the bad guy'," Fury shot back, clearly unamused, "but _look around you_."

I glanced back to where the one cop was _still_ trying to get his horse unstuck. Apparently the horse had gotten tired of it because it was now _laying_ in the glue instead of standing. I winced.

"Is this the way Captain America would have done it?" That question brought my attention back around to Fury. I opened my mouth to say something sarcastic, but he cut me off. "Cap could have stopped Trapster in five seconds— you took three _minutes_, with a _lot_ of collateral damage."

"Hey, I do a good job!" I protested, arms coming uncrossed.

Fury snorted, giving me an unimpressed stare. "Sure. For a clueless rookie."

"What?" _Clueless_— where the heck did he get off calling me—

"_Look_, everyone starts out clueless. Even Iron Man, back when _he_ was a novice." Fury's tone had grown less harsh, more reasonable, but still allowed no room for argument. I briefly considered what he was saying, but it was too hard to imagine. Iron Man as a 'novice'? What, did he have to get a learner's permit for his armor? "But," Fury went on, "he learned… eventually." It was then that I realized that he was eyeing me again, but this time… his expression was appraising. "What would you say if I could turn 'eventually' into _right now_ for Spider-Girl?"

There was a beat, before I busted up laughing. Probably not the best reaction in this situation, if Fury's flat stare was anything to go by, but my nerves were kind of shot and it wasn't helping my better judgment. "That's what this is? A sales pitch?" I held up one hand, staving him off. "Sorry, I have a strict 'no solicitation' policy while I'm on the clock," I quipped. "And besides—" I pulled at the fabric on my hips where there would be pockets (you know… if my costume _had_ pockets)— "I'm all tapped out 'til payday. So, if we're done here…"

I'd finally decided I had had enough of this. I wasn't being tackled or arrested or shot, so I figured SHIELD wasn't actually going to hold me for anything. Fury could intimidate me all he liked— uh, that is, to say… Fury could _try_ to intimidate me all he liked— but I had a very easy out to this situation and it was strapped to my wrist. I was aiming my web-shooter for the nearest building, when Fury's next comment stopped me dead in my tracks.

"Which is why you sell pictures of yourself for cash?" I froze, suddenly unable to breathe. In my head I was denying it, telling myself he _couldn't_— but that hope was dashed as he finished: "Peyton Parker."

For a moment I didn't move. I just… I literally had no idea what I should do. I had spent so much time protecting that one little secret, and now… Did I deny it? Act like it was no big deal? Did I run away right then and there?

But no, if they weren't 100% sure before, my reaction had just made it obvious. I slowly turned, having to force myself to meet Fury's eye. "…You know?" I hated how the words came out quiet and unsteady, but try as I might, I couldn't fake it this time.

Fury's gaze was still leveled at me, his mouth curved into a frustrating smirk. "_Everything_," he confirmed. Then added dryly, "Super spy, remember?"

I ducked my head. It was all starting to come together. SHIELD wasn't here because of Trapster, they were here because of _me_. …What did this even _mean_ for me? Giving up being Spider-Girl? Having my identity exposed? Being thrown into some SHIELD prison?

Fury's next words were softer, but still managed to cut through my distraction. "…'With great power, comes great responsibility'." My head snapped back up— _how had he_— "Good words from a good man," was all Fury offered.

I remained stubbornly silent for a moment, before quietly answering, "Uncle Ben was the best."

"It's been… what, a year now?"

"Today would have been his birthday," I replied almost absently, and turned away. What was there left to hide, anyways? If SHIELD knew not just my name, but how I had even become Spider-Girl in the first place— they had to. How else would he have known that? …Well, it was nice while it lasted, I reflected wistfully.

Fury's hand on my shoulder caught me off guard; what he said next, even more so. "You've honored him, doing what you do. Now I'm offering you the chance to do _better_. To _really_ learn about responsibility." He tugged on my shoulder to get me to face him. I suppose I could have stayed rooted where I was, just to be contrary, but honestly? I was more curious at his sudden change of tone.

I tilted my head, eyeing Fury uncertainly. "…Translation?"

He seemed to pick up on my slight shift in demeanor, though, because he was wearing a confident smile again. "I want to SHIELD-train you to be a better Spider-Girl. The _ultimate_ Spider-Girl."

I still wasn't sold. "And… how ultimate _is_ 'ultimate'?"

A sudden commotion behind Fury ripped my attention away— apparently, some SHIELD agents had been cutting Trapster free from his little pile of goo, because they had been knocked off their feet and suddenly Trapster was free and making a break for it.

Before I could even react, Fury's left hand was out to stop me— how did he move that fast?— and his right dipped to the pistol at his hip. He glanced over his shoulder once before looking back to me… then extended his right arm backwards and fired.

The shot went straight into a wall; I was about ready to just leap over Fury before Trapster _got away_— when I realized, the blast of energy hadn't dissipated. It had _ricocheted_.

Right into Trapster's back, knocking the villain flat on his face.

"_That_ ultimate," Fury concluded smugly, tucking the pistol back into its holster. Me? I was leaning around him, staring in shock. Lucky I had my mask on, because my jaw was hanging wide open too.

It took me several seconds to find my voice. Not just because I was totally geeking out, but because I was suddenly taken by the thought… could this actually be for real? Could Fury be _serious_ about helping me reach that level of sheer awesome? It felt like I was on the edge of one of those life altering moments, that—

A beeping cell phone shattered my sense of awe and replaced it with mortification as I scrambled for the stupid thing. _Never_ fails! A glance at the screen revealed it was MJ trying to text me. "Eh heh… uh… I should probably set that to silent," I joked nervously. Fury was back to giving me a droll look, while I stuffed my cell back into my waistband.

I _really_ needed to figure out how to turn off that 'interrupt me at the worst possible moment' setting.

In my distraction, though, I missed Fury pulling out something of his own. "Your tech needs an upgrade," he commented, and grasped my forearm. Before I could pull away, he had placed that 'something' on it. "Try ours."

My mouth was open to protest, but then my curiosity kicked in. _Don't do it… don't do it—_ I wasn't able to resist, though, and started poking at the device. What seemed to be a holographic display popped up, and I _may_ have been slightly impressed by it. _Slightly_.

"SHIELD tech guys developed this next-gen web-shooter," Fury explained, smirking once more; I eyed him as I flexed my wrist and practiced aiming with it.

Then, feigning disinterest, I shrugged. "Too big, too clunky." He held his hand out expectantly, calling my bluff, and I clutched my arm back to myself. "I didn't say _no_," I deferred. Despite myself, I was dying to know how this supposed 'next-gen' web-shooter worked. If it was any good, I might even be able to borrow a few ideas—

Fury managed to drag my attention back. "With your talent and my training, you could learn to be a better hero," he assured me, and I hadn't even realized how friendly and persuasive his tone had become. "The next Cap— the next Iron Man… One of the _greats_."

…I have to admit, my imagination was starting to run away with the idea. I knew who Captain America was now, and I'd _always_ idolized Iron Man. To be compared to them…

But then my cynicism finally showed up to the party, and imagination got sucker-punched in the gut. _Stop being distracted by the 'new toy' and think for a second, Parker!_ Mentally, I gave myself a shake, trying to look back at everything Fury had been saying with a little more objectivity.

Who did I think I was kidding? Me, up next to the likes of a couple of Avengers? I mean sure, _I_ thought I was pretty great, but was I actually buying that _Fury_ thought so too? And he knew all the right buttons to push, all the right ways to catch my interest. There _had_ to be more to it than that. Heck, what was this new web-shooter, if not bribery?

I could see Fury waiting for my answer, and I squared my shoulders. "…Y'know what?" Standing a little taller, I looked him straight in the— well, in the eye. "In my experience, when something seems too good to be true, it usually is." I held up one hand, now back in full sarcastic mode. "So, thanks but no thanks. You may already know my identity, but I'm gonna keep my life _mine_. I'm touchy about my privacy that way."

"Oh _really?_" I had already turned away at that point, and… ugh, I knew I was going to regret it, but I glanced back over my shoulder.

Fury was holding up his wrist; something on it that looked like a watch was emitting a holographic display of its own… and this one was a lot more familiar. And, not just because the image being displayed was a front-page splash of the Daily Bugle, featuring yours truly. I knew exactly what Fury was doing when he zoomed in on the byline under the picture, which clearly read, 'Peyton Parker'.

"…What's your point?" The question came out annoyed and defensive.

Fury was back to staring me down. "Maybe you figure, we found out who you were because we're just that good… and that's true," he allowed. "But you didn't make it hard either. Consider that."

…What was I supposed to say to something like that? For once, I couldn't actually think of anything, and so, I just fired a web at the nearest building and slung myself away.

About a dozen blocks later, I finally paused on one of the roof tops to glance behind me. I could still see the Helicarrier, but it didn't look like I was being followed. Now that I was taking time to think, Fury's words and offer started replaying themselves in my head. I tried to shake it off.

How did I know I could trust him? I mean, _really_— the director of SHIELD himself was going to come down from his Helicarrier on high, just to recruit little old _me?_ "No way," I answered myself out loud. "What's _really_ going on with that?"

I seated myself on the edge of the building, legs dangling over the side. "Well," I mused, "at least he didn't arrest me." _Yet_, the cynical part of my mind threw in. I let out a long sigh.

Of course, that was when I realized I still had the SHIELD web-shooter.

…Okay, _maybe_ I knew I still had it before I took off. But I really, _really_ wanted to crack it open and take a look inside! And Fury _could_ have insisted I return it…

Ehh, the thing probably had a tracking device or something inside of it. _Definitely_ would be more trouble than it was worth. Even though I was telling myself these things, it didn't stop me from bringing up the little holo-interface again, trying to figure out what did what.

"Oh!" As I was fiddling with it, I suddenly remembered the message I had missed earlier. I dug my cell back out and quickly unlocked the screen. "Wonder what MJ wanted?"

It was only the one message, and it was just asking was where I was— wait. It took a second for that to register before I was hastily checking my phone again for the time.

"Oh— _dang it_— no!" I jammed my phone back into my waistband and flung myself off the side of the building. "I'm gonna be late _again!_"

* * *

I pulled my locker open, sliding my English text book back in. For once, fate was smiling on me, and I had actually managed to make it to homeroom just under the wire. Maybe it was to make up for the fact that fate had decided to scare the daylights out of me that morning, I reflected.

"Peyton!"

Leaning back from my locker, I grinned. There was no mistaking MJ's voice. The redhead was walking up to me, and I swung the locker door shut as she got close.

"Where have you been? I've been trying to text you all morning!" She raised an eyebrow, but I just smiled. I could tell she wasn't too annoyed with me, and besides, what was I supposed to tell her? That I was being subjected to SHIELD's superhero draft board?

"Uh… bus broke down?" I offered. Man, I really needed to start rehearsing my excuses. I still wore an affable grin, though, and I knew she'd just assume I had gotten absentminded and forgotten to check my phone.

MJ's eyes narrowed, but she was still wearing a wry smile of her own. "_Sure_." She wasn't buying the story I had given her, but she _was_ buying the one that I had implied. Internally, I sighed. I hated lying to MJ, hated _manipulating_ her more.

Luckily, MJ missed any signs of inner turmoil and instead held up her phone for me to see. "I wanted to show you this," she insisted as a video began to play.

It was a clip of— I groaned mentally— _Jameson_, spouting off more of his usual garbage. 'It is the duty of every New Yorker to report the actions of these _masked miscreants_— especially that ticking time bomb called _Spider-Girl!_' The video faded to black, leaving me staring at my own frowning reflection.

"Doesn't that jerk ever shut up?" I griped. Then added, a little incredulous: "And _that's_ what you've been dying to share with me all morning?"

MJ wasn't nearly as put out as I was. "Someday? That 'jerk' is going to give _this_ journalism student her first job," she responded, as confident as ever.

"You want to work for _Jameson?_" I made a gagging noise.

"If that's what it takes," MJ returned, tucking her phone away and cheerfully ignoring my immature antics. "Jameson's the biggest game in town," she reasoned. "Kids like us have to be realistic, Petey… we can't all be like Harry," she added, glancing down the hall, where none other than Harry Osborn was talking with some other students.

"Speak of the devil," I murmured, but with a smile.

Sometimes I really had to marvel that these two were my best friends… ha, or that we were _still_ friends. Like I'd said before, a lot had changed over the last year. Unfortunately, one of those changes was that I'd had to start pushing things like school and my friends to the side, to make room for the other half of my life. It meant a lot of excuses, and, yes, a lot of lying some days.

But, despite all of that, they still put up with me and looked out for me. Not that I really needed 'looking out for' anymore. Even so… it made me appreciate them that much more.

"Hellooo, Earth to Petey!"

"Huh?" I started, realizing that MJ was waving a hand in front of my face.

"I _said_, I need to go talk to Mrs. Reyes before third period starts," she (apparently) repeated, looking both amused and exasperated with me.

"Oh, uh, sorry." I offered a chagrined smile, rubbing the back of my neck. "But sure— see you at lunch?"

"I'll be there," she replied wryly as she turned to go, and I grinned. MJ always had a way of brightening up my day. Really, life at Midtown High wasn't anything special, but all in all, I couldn't complain—

"Hey! Puny _Par-ker_…"

—With _one exception_.

The blonde sasquatch in a letterman jacket that was currently loping towards me was reigning football star and epitome of the stereotype jock, Flash Thompson. "It's locker knocker time!" he crowed, and I tried to hide my look of distaste.

I really have no idea _how_ Flash thinks picking on a girl that's half his size makes him look impressive, but I can only assume that's the idea that has somehow embedded itself in his tiny little brain. Then I saw who was walking up with him, and my lip really did curl. _Sally Avril_. Well, there was my answer.

Don't get me wrong, Flash has always been a bully. There's always been this rigid consistency to our interactions, at least since preschool. From him pulling my hair in kindergarten to launching kick balls into my face for the entire fourth grade. And then of course, there was _middle school_— that wonderful time period where children are first exposed to the existence of lockers. For me, most of that exposure was done from the _inside_. And unfortunately, that was one tactic Flash never grew tired of.

But Flash was just _annoying_. I'd learned to ignore him, and eventually he started getting bored with trying to torment me. The one that was a _real_ pain in my neck was _Sally_. Our relationship hadn't exactly improved over the last year, not that I particularly _wanted_ it to. Sally was still the captain of the cheer team, still one of the most popular girls in school and _still_ went out of her way to try to make my life miserable. And ever since she started going out with Flash, it had renewed _his_ interest in driving me crazy too.

"Flash, Sally," I greeted, now wearing a fake smile. I knew it wouldn't stop them, but I also knew it frustrated them when they couldn't get a rise out of me.

"_Petey_," Sally returned in a sickeningly sweet voice. I grit my teeth but didn't react otherwise. Flash's idea of a greeting was to slam his fist right into the locker next to my head.

I scrunched my eyes shut, then blinked a few times. Spidey sense or no, there's something uncomfortable about seeing a punch come that close to your face. Still, I could see that Flash was annoyed by the fact I hadn't flinched, so that cheered me a little.

"Aw, come on guys, don't do this," I entreated, sounding more exasperated than anything. "Hey, new school year, right? Fresh start, clean slate…" I reasoned. "Can't we just shake hands and be buddies?" I asked, hand held out and voice full of optimism. "What do you say?"

Two seconds later, I was scrunched inside my locker and the door was being slammed in my face.

I let out a puff of air, blowing a strand of hair off my nose. "Yeah, saw that coming," I muttered.

Then I sighed, resigned to it, and tried to shift so I didn't have to hunch my back so much. Sadly, I am small enough to fit inside of a locker, but that didn't make it _comfortable_.

The really tiring part, though, was that I could get out of here with almost zero effort. In fact, I could kick the door out with enough force to smash the lockers on the _other_ side of the hall. But, that would be a pretty dead giveaway that I'm not the 'Puny Parker' everyone thinks I am.

Instead, I settled for tapping my foot against the door, almost impatiently. The hall was starting to clear now as people headed to class, but every now and then I'd catch a glimpse of someone moving past. Really, you think they'd start manufacturing these things so they could be opened from the inside. I could probably jury-rig something—

The door creaked open, and I blinked against the sudden change in brightness as another voice demanded: "What— _again?_"

"Hi, Stan." I gave a bemused smile for our school janitor who looked at me with incredulity.

"This is the fourth time this year— school's only been going for a few weeks!" he insisted. "You should punch out that big goon, or at least give him a good, swift kick," he went on as I tried to edge past him. "Stand up for yourself, girl! Why when I was your age, do you think I let some slab of beef push me around? No, sirree, Bob."

Don't get me wrong, I like Stan— but he has a habit of carrying on for quite a while, and I was already gonna be late as it was. Meanwhile, he had started shadowboxing the broom he'd been holding. He was still going even as I snagged my backpack and set off at a hurried pace, his voice trailing off behind me: "It's just like I was telling Irving Forbush the other day, I said— Irving! You are nobody's doormat!"

I finally managed to slip around the corner, then set off at a dead run. I was only one hall away, I just needed my luck to hold out for a _few more seconds_—

The bell rang, and I flinched. I dashed the last few steps to my classroom door anyways, and pushed it in.

My math teacher was writing on the chalkboard. "Ms. Parker," he greeted dryly without bothering to look.

"Sorry Mr. Holman, it won't happen again," I winced, heading for my seat and pointedly ignoring snickers from Flash and his buddies.

"_Uh huh_," Mr. Holman replied, still not looking up from the board.

Finally sitting down, I let out a breath. Harry was in the seat to my right, giving me a 'what gives?' look. I shook my head, waving it off, and instead pulled out my binder. I'd have a chance to tell him later. For now, I was actually looking forward to just working through some equations.

That might sound boring to some, but I found it pretty relaxing. And honestly? I'd had about as much excitement as I could handle for one morning.

* * *

Lunchtime finally rolled around and with it… a severe lack of enthusiasm. I suspiciously eyed the stuff that had been piled onto my tray.

I mean, you'd think, just by sheer chance alone, they would eventually luck onto a recipe for school lunches that tasted like real food. And yet here we were, with chicken fried steak, some kind of mush I'm certain _never_ came from an actual potato, and green… jello? I mean, it _looked_ like jello, but I'd seen spoons break in the stuff.

"Dude, 'locker knocker time', _again?_"

Standing next to me was Harry, who looked equally dismayed at what we were about to choke down. I suppose it was even worse for him— I'm at least used to the organic, soy-based, gluten-free, _taste_-free stuff my aunt always tries to get me to eat. Harry's used to professional chefs.

He just shook his head and rolled his eyes. "Thompson's such a _tool_," Harry dismissed, and I chuckled as he pushed me down the line and towards our usual table where MJ was waiting for us.

"It's no big deal," I insisted with a shrug.

"What's no big deal?" Ah, leave it to MJ to immediately jump on that.

"Flash," Harry answered dryly before I had a chance to downplay things.

"_Again?_" MJ frowned, and gave me that _look_, the one that asks, 'why do you let people push you around?'.

I seated myself on the opposite side of the table, still trying to brush it off, while Harry sat next to MJ. "Seriously, guys. If that's the worst thing that happens to me today," I chuckled, "I'm coming out ahead." I stabbed my fork into my 'potatoes', and had a bite half way to my mouth when something triggered my spider sense— in a _big_ way.

All I knew was that I was suddenly in full on fight-or-flight mode, heart pounding, tensed and ready to spring—

Then the wall behind me _exploded_, flipping our table clean over and showering the cafeteria with debris. By that point though, I had already thrown myself forward, snagging both MJ and Harry and yanking them to the floor.

Kids were shouting and screaming, and smoke was drifting through the room. Harry and MJ were still dazed, but I was hyper alert, and twisted to look behind me as I pushed myself to my knees.

The smoke was starting to clear, thanks to ventilation provided by the brand new hole in the cafeteria wall. Through it, I could see three figures calmly walking over the rubble.

"Attention, students!"

The loud and imposing voice drew the attention of everyone in the room, and it fell into an almost unnatural silence. The man who had spoken smirked, enjoying the fear he was instilling. Except I wasn't dealing with _fear_— my eyes were widening for an entirely different reason. I _recognized_ this purple-clad creep, and, after taking a moment to study the other two, realized that I knew _them_ as well.

My eyes got even wider, though as I saw a fourth figure— _floating_. "Your principal has something to tell you," the first man announced, and gestured with one arm. The floating person— Principal Branson— drifted through the opening and into the cafeteria.

"Students! Y-your attention p-please!" he stammered, clearly terrified, and I clenched a fist at my side. By now, MJ and Harry were starting to sit up too, and I held out an arm to warn them against moving too far. Branson went on; "The school is now under the control of the— the—"

"The Frightful Four!" the only woman in the bunch snarled, stepping forward.

Then a voice piped up from behind me. "Uh, there's only three of you," MJ pointed out before I could whirl around a shush her.

"_Quiet!_" the first one snapped, and we were forced to duck again as Principal Branson was suddenly hurled straight at us. He slammed into the vending machines at the back of the room, and I spun to see where he had landed, heart leaping to my throat. Kids were whispering anxiously, but then I could hear the slight groans drifting back from that direction, and was able to breathe again.

If I seemed a little stressed at the moment, it's because I was. These guys were _seriously_ bad news.

The one in gaudy purple armor who had just flung Principal Branson across the cafeteria was the Wizard, a master of high tech gadgetry. Said gadgets happened to include anti-gravity discs, just in case you were wondering exactly _how_ he had the power to levitate people at will. He wasted no time in tossing even more of the things out where they stuck to tables and chairs and suddenly turned the whole cafeteria into one big floating obstacle course. I jumped to my feet, Harry hot on my heels, and we both tugged MJ after us, trying to get out of the way.

While people were busy screaming and trying to dodge the flying furniture, another member of the Frightful Four stepped up— Klaw, a villain made of living sound, although he kind of looks like the world's goofiest robot. He raised his right arm, which, instead of having a hand on the end of it, terminated in a… well, claw.

And as he proceeded to demonstrate, it wasn't so much a _claw_ as it was a 'sonic force blaster'. What does a sonic force blaster do, you say?

A pulse of sound emitted from the end of Klaw's arm, shattering several tables, tearing apart a good chunk of the ceiling and destroying one of the support pillars in the middle of the room— not to mention leaving everyone nearby clutching their ears in pain as they tried to scramble out of the way. Yeah. _That's_ what it does.

And that just left the third member of their little gang— Thundra, who proceeded to smash yet _another_ of the pillars, and I darted a nervous glance towards the ceiling. It seemed to be holding, though. Thundra is, of course, a ruthless woman warrior from an alternate future timeline.

…Don't ask.

Conspicuously absent was Trapster— yeah, that's right. Gluestick was _also_ a member of the Frightful Four. I mean, I guess it was lucky, then, that I had fought and defeated him that morning, but… it _couldn't_ be a coincidence, could it?

As though he could read my mind, Wizard began speaking again. "Before the Trapster was captured," he announced, levitating himself into the trashed cafeteria, "He learned that _Spider-Girl_ attends this school."

_What? How?!_ I mean, I know I was talking about my identity with Fury, but that was half a block away! And there's no way SHIELD would have let that slip— was there?

Oblivious to my sudden panic, Wizard continued. "And unless she gives herself up, we'll tear this place down, brick by brick." He sounded almost casual— as though he was discussing the weather, not holding a room full of high schoolers hostage. If my adrenaline had been pumping before, I was on an _overload_ now. Even worse, I couldn't react to what Wizard had said, _at all_. They _knew_ I was here, and they were _looking_ for me.

But, while I was busy having a heart attack, Wizard's words had somewhat of the opposite effect on some of the other kids, who thought that tearing the school down sounded like a pretty sweet idea. One of the guys even cheered, "Yeah!"

Wizard turned his glare on the boy and snapped, "We're serious!" The guy in question flinched, covering his mouth. Wizard smirked at the reaction, before turning his head to regard his companions. "Klaw?" he prompted.

Klaw fired another sonic pulse straight into the ceiling, raining dust and debris onto the students, most of whom ran for cover, screaming and crying. I flinched where I stood, clinging to MJ and Harry. Hopefully they'd just think it was out of fear— well, actually, it _was_, but not for me. I wanted to keep both of them as far from those creeps as possible… but they weren't the only ones in danger.

_Rgh_, I needed to get into this fight! But there was no way I could break away to ditch my street clothes. What was I supposed to do?

Wizard was now levitating among the students, who grew silent, shrinking away from him as he drew near. "So…" he mused aloud. "Who is our mysterious wall crawler?"

I froze, as Wizard passed right in front of me. _Don't move, don't react, don't breathe…_

Wizard floated past, and I let out a ragged breath. He continued his inspection. "Is she a teacher? A student? …A cafeteria lady?" he added with a chuckle.

Okay, terrified or not, I almost blurted out a protest at that. I mean, come on! _Seriously_— the _lunch lady?_

"Hmm," Wizard hummed to himself, dissatisfied with the continued silence. "They seem reluctant to talk. Klaw," he instructed, "make them listen to reason."

I jerked my head back around to see Klaw leveling his blaster again— but this time, it wasn't a destructive pulse that he unleashed. Instead, the noise level in the cafeteria suddenly ratcheted up to an unbearable volume, making everyone grab at their ears and cry out in distress. It continued to shift, getting higher and higher, to the point of _pain_, and it was only getting _worse_—

I could see my classmates staggering around and curling in on themselves, looking as though they were being tortured, and there was _nothing I could do!_

"_STOP IT!_" The scream that tore forth from my throat should have been hard to pick up on with all that chaos, but the sound instantly stopped, leaving my head throbbing and ears ringing— but not so much that I couldn't hear MJ's frantic whisper of, "Peyton, _no!_"

Wizard was suddenly back in front of me, this time truly looking _at_ me, and I recoiled, realizing my mistake.

One thing to know about me? I don't always know when to keep my mouth shut.

He tilted his head as he continued his examination… _Just a completely ordinary, terrified teenager_, I insisted mentally. I didn't have to act much, either. Completely unexpectedly, though, Wizard started chuckling. "_Definitely_ not Spider-Girl," he decided.

That was followed by a growl from Thundra, who took a threatening step towards me. "I'll _crush_ the runt!" She wasn't the only one either, and MJ and I both tried to step backwards as Klaw closed in on our other side— Harry must have gotten separated from us, because glancing to one side, I could see him looking frantic from behind some other students.

"Don't crush her," Wizard dismissed, but I didn't dare to breathe a sigh of relief. As it turned out, I was right not to— "Make an example of her," he finished, lips twisting into a cruel smile.

It was all I could do to shove MJ out of the way before I was hit with a barrage of sound, even more intense than before, and I crashed to the floor. My hands were firmly clamped over my ears but it was doing _nothing_— I could feel it vibrating through my _skull!_ I think I started screaming, but I couldn't even tell if any sound was coming from my throat or not.

I was dimly aware of MJ trying to dive for me, only for Harry to grab her around the middle and yank her back out of the line of fire. But then my eyes were clenched shut and I was twisting in agony. _Ahhh_— I _had_ to make this _stop!_ _Anything_ to make it stop!

I _think_ what I was shouting was "_Shut it down, I'll talk!_" when the noise finally cut out.

Everything was dead silent. My breath was coming in shaking gasps, and I pulled my trembling hands from my ears… only to realize my left hand was covered in blood. I stared at it dumbly, then started as movement above me caught my attention.

It was Wizard, and it looked like he was saying something, but all I could hear was muted ringing. His expression became annoyed, and he repeated whatever it was he said; I suddenly realized, he was asking what I had to say. Everything was muffled, and only coming from the right— I twisted my head to favor that side, able to just barely catch him saying, "Don't try my patience, girl."

My mind was racing frantically. What was I supposed to do? Oh man, I was in deep… Nearby, I could see my friends and the other students looking on in horror. I glanced around, searching for something, _anything_ that could offer a way out— and my eyes fell on a tray of food.

No… that was insane. Although… I glanced back up at Wizard, still breathing hard. Right now, insane might be just what I needed. I started to push myself up from the floor, using the nearby table for support.

"L-listen up," I started, then halted as the words sounded wrong in my half-deafened ears. I forced myself to continue. "Everyone needs to hear this!"

I turned to glance at Wizard, my fingers sliding under the edge of the tray. I could see him tensing up in anticipation of what I was about to say, and I couldn't help it— my lips twitched into a small smirk.

"_FOOD FIGHT!_" I bellowed as best I could, before slinging the tray straight into Wizard's face.

…Hard enough to knock him clean out of the air. _Oops_.

Luckily, my slip up wasn't noticed, as all the other kids took my words to heart. The air was suddenly filled with flying food and trays as the students proceeded to pelt the villains with the remains of lunch.

This was my chance! I had to dodge first Thundra, then Klaw, who both— for some strange reason— seemed to take exception to the mayhem I had just started. But then a plate smacked into Klaw's head; he turned, looking annoyed, only to catch a second one in the face, knocking him clean over.

Thundra raised an arm to shield herself from a rain of food and utensils, and continued to advance towards me. The only word I could possibly think of to describe her expression was _pissed_, and I had _no_ desire to stick around to experience it firsthand. I managed to duck down and roll under one of the cafeteria tables, and started hastily crawling towards its other end.

The warrior woman sneered, and looked ready to smash through the table to get to me, when she suddenly reacted to movement out of the corner of her eye. I paused to glance back, and got a perfect view of her turning her head, just in time to get pegged in the face with a bowl of… something. Whatever it was, it looked slimy. That was all the break I needed, though, and I scrambled the rest of the way out from under the table.

When I was far enough away from the crossfire, I made a mad dash for the closest pillar. This would be risky, especially if anyone happened to be watching back here— but it seemed that everyone had either hidden or was too busy marinating the Frightful Freaks in potatoes and lime jello to notice anything else going on.

I shimmied up the column and, when I reached the top, popped the ceiling panel up. I quickly slid it aside and hauled myself into the crawl space. I mean, hey, I might have gotten lucky with getting up here unnoticed, but the way my day was going so far? I wasn't taking any chances.

Hurriedly, I yanked off my shoes and socks, followed by my jeans. And to think, that morning I had been _regretting_ keeping my costume on so much because it was getting a little _fragrant_. As I worked my shirt off, I reflected ruefully: score one for preparedness, zero for hygiene.

While I was twisting around, trying to pull my shirt over my shoulders, my ungloved fingers brushed against something unfamiliar. "Huh?"

Pulling my shirt the rest of the way off, I craned my neck, then reached back. There was definitely something stuck to the back of my shoulder… It took a moment for me to work it loose, but it did pop off. There wasn't a lot of light up there, so it took a moment or two of holding it right up to my face before I realized what I was looking at.

It was a tracer, and it was covered in— "Glue," I realized out loud. The Trapster— I let out a long breath, then said something that would get me grounded if Aunt May ever heard me talking like that.

He had stuck it to me during our earlier fight, and I never even realized! I'd had this thing on me all morning— _That was how they found me_, I concluded grimly. I had led them straight to Midtown… I crushed the tracer between two fingers.

There was no more time for me to waste, sitting around up here. I shoved my web-shooters on, then yanked my gloves on over them. All that was left was my mask, which I pulled down across my face.

They wanted Spider-Girl? They were going to get me.

* * *

X

* * *

**A/N: Hey all, and once again, let me thank all of you for continuing to read, review, favorite and follow! I had hoped to get this out a little earlier in the week, and indeed, had most of it written— I do always try to wait a day or two before publishing, however, so I can do multiple read throughs and sight edit. Unfortunately, work demanded a lot of my attention this week. So, I apologize for the wait, but I hope you like the end result anyways. :)**

**Now we're into the part where I'll largely be following the episodes themselves, although my execution will slightly differ. You'll notice that this 'episode' has again been split. This is because, again, the chapter was getting excessively long, and also to allow me more of a chance to review and edit the two halves by staggering them. So, as with the Prologue, the next chapter will be released in two days.**

**Now obviously it'd take up too much space for me to comment on every thing I change, but I have to ask— was I the only one who was a little incredulous at Nick Fury blasting a piece of a flag pole to knock out Trapster (and somehow curving his shot to do so), immediately after giving Spidey a lecture about property damage? Come on, man. Not cool.**

**Oh, and, quick fun fact: 'Irving Forbush' is a mythology gag— a fictional Marvel character, thought up by Stan Lee no less, who was often the butt of many jokes. His alter ego was Forbush Man— he wore a cooking pot on his head with holes cut out for his eyes.**

**Thanks again, kids! Until next time!  
::DemonicK**


	4. Great Power II

**Ultimate Spider-Girl  
****[USM, Rule 63]  
****5 July, 2014**

**Chapter 4: Great Power II**

* * *

X

* * *

So, here was my day so far:

Fighting with the Trapster. Being harassed by SHIELD. And, let's not forget, getting tracked by the _rest_ of the Frightful Four back to my high school cafeteria, which they were currently in the process of trashing.

I was still up in the crawl space above the ceiling, but now I was fully suited up, web-shooters on, and ready to teach them a lesson they weren't going to forget _any_ time soon.

From where I was sitting, I could see where the cafeteria's ceiling had already been half-destroyed— most of the ceiling panels were gone, and when I crept over, I could see out with no problem. I scanned the scene, and the first thing my eyes caught on was Klaw. The living boom box was menacing a group of my fellow students, and as I watched, he brought his sonic blaster to bear.

I had a clear jump to one of the nearby pillars and wasted no time in taking it. From there, I fired a web line right at Klaw's blaster; just as he was getting ready to fire, I tugged.

The movement caught the villain completely off guard— the blaster went off in his own face, staggering him. I decided to help the process along by plowing his face into the floor, courtesy of my two feet.

"You know they say it's rude to point things at people," I remarked, still crouched on his head and rapping on the side of it with a knuckle. That was _one_ down. I then glanced up at the kids, who looked like they were somewhere between scared and star struck. I gestured to one side. "Get out of here, get someplace safe!" My urging seemed to do the trick, and they scrambled to get their feet under them before darting away.

Turning, I searched for a new target; I still couldn't entirely rely on my hearing, so I had to go by what I saw— only to see Thundra lifting a kid by his throat. My eyes narrowed.

"Hey! Little Miss Muffet!" It took a moment for her to realize that someone was talking to her, and in that time, I had launched a web at the ceiling between us. "Don't look now, but here comes a spider!"

By the time Thundra's eyes fell on me, widening with recognition, I was swinging through the air. And before she had time to react, I was already descending on her, feet first. I wasn't just content to knock her over like I had Klaw, though— I pushed off with my legs, executing a kick flip that had _me_ landing gracefully on the floor and _her_ smashing through a table fifteen feet away.

"Tadaaa," I intoned, spreading my arms wide.

Only to jump in surprise as a guy fell into them. What the— where the heck did _he_ come from? …Oh! Riiight… the guy Thundra had been holding… who probably got thrown into the air when I kicked her across the room. Oops?

He seemed just as surprised to find himself in Spidey's arms, although after a moment he started to grin; under my mask I raised an eyebrow, hastily putting him down.

"Spider-Girl!" I just caught the exclamation and whirled in place to see Wizard regarding me, a grin plastered across his face. "_Finally_," he murmured, and I could see him raise a hand to his helmet.

I didn't have time to figure out what he was doing, though, because Thundra had pried herself out of the table and it seemed she had _not_ appreciated the finer points of that 'Miss Muffet' joke. (Supervillains— no sense of humor, whatsoever.) She charged towards me, throwing a wild haymaker— I somersaulted over her head and kicked out, striking her in the back and launching us both apart.

I landed on three limbs, then spun, ready for round three. My spider sense had other plans though, as it was suddenly demanding I _move!_ Rolling to my right, I avoided another blast from an apparently-recovered Klaw, although it kicked up even more debris. As the smoke cleared, I found myself crouching between him and Thundra, who— gah! Now had a _table_ hefted over her head.

She brought it slamming down towards me, and I flipped to one side as it smashed to pieces against the floor. "Y'know, are you upset about something?" I asked casually. "Just this _feeling_ I get…"

I dove into another roll to avoid one more sonic pulse from Klaw and fired a web shot at Thundra's head. It had the desired effect of making her even _angrier_, as she tore it from her face and proceeded to charge at me like she was a bull.

"You wanna talk about it?" I offered, backflipping onto the pillar behind me— she slammed right into it, and I propped my chin on my hand, elbow on one of my knees. "Y'know, I'm a great listener, and my hourly rates are quite reasonable!"

Thundra answered my generous proposal with a scream of rage and started pummeling the pillar's base, trying to knock it out from under me. Staying stuck wasn't an issue for me, but out of instinct, I tried to steady myself anyways.

Drawing my attention from the rapidly evolving problem below me was a strange sound, and I glanced right— nothing there? Then I shook my head— duh, genius, _everything_ sounded like it was coming from the right. I turned to the left this time, only to see that Wizard had used more of his anti-grav discs to levitate what tables and chairs hadn't already been destroyed. A sudden twinge from my Spidey sense had me leaping from the column as Klaw unleashed another stream of sound at me, this one continuous.

I twisted in midair, firing a web at Klaw's arm; as I landed, I yanked just enough to redirect the blast at Thundra. This time when she went flying across the room, it was straight through the lunch counter and its glass cover. She fell out of sight behind the counter, and I had to hope she stayed down this time— this fight was feeling a little crowded.

My web line suddenly went slack, as Klaw pulled himself free. I closed the distance between us, grabbing his arm and forcing it upwards as he tried to fire again— destroying even _more_ of the ceiling. Debris rained down on the two of us and inwardly I winced; I needed to be a little more careful. The way this was going, the cafeteria was going to have a new skylight to go with that new window.

Outwardly, I had to duck as Klaw decided to try punching me off of him with his free hand. Puh-_leeze_. Even if this guy wasn't as slow as molasses, my spider sense was more than enough to keep him from landing a blow. "So, Klaw," I started conversationally, "Do you do birthday parties?" I danced back from his pitiful attempt to kick me, and moved round behind him, twisting his arm behind his back as I did so. "I mean, dressed like that— you _are_ a clown, right?"

With a noise that sounded suspiciously like a growl, Klaw attempted to slam his head back into my face. I bent backwards; "Aw, you _almost_ had me!" I consoled him. "Tell ya' what, you can be the DJ, too, now how's that sound?" Unfortunately, Klaw's distraction worked— and I only figured out that's what it was when he fired the sonic blaster point blank behind his back, catching me squarely in the stomach. "_Guh!_"

That sent me skidding across the floor on my back, the breath knocked out of me. Meanwhile, Klaw was rubbing at his wrenched elbow, before taking aim for me again. I couldn't quite breathe yet, but luckily, my web-shooters don't require oxygen to operate. I tagged Klaw with a web again, this time yanking him directly towards me.

The surprised look on his face told me I'd caught him off guard with that— or, at least I think it was surprise, maybe it was indigestion? Hard to tell with that guy. Even better was the look on his goofy face when I lashed out with one leg, intercepting him with a kick that— well... to be fair, I _was_ trying to kick him in the stomach, but I _was_ still laying on the floor. Needless to say, Klaw was probably out of the fight for a while.

As he fell, though, I leapt back to my feet; I still had my web line attached to him, and spotting Wizard getting ready to pummel me with cafeteria furniture, was struck by a sudden idea. Again I hauled on my line that was attached to Klaw— this time, much harder. Then I spun in place, his limp body swinging like a tether ball. At just the right moment, I twisted my wrist to cut the web line, so Klaw's momentum would send him crashing into Wizard— instead, he smashed into the tables that Wizard had summoned to form a protective barrier around himself. So much for being teammates, I guess.

Still, as Klaw crumpled to the floor, it seemed he had been knocked out cold. At least that was— _hopefully_— two down. Just one more to go.

Wizard leered at me, and I affected a kung fu pose, bending my fingers in a beckoning fashion. He was more than willing to accept my challenge, and with a sweeping gesture of both arms, sent _all_ of the floating tables streaming right for me.

I jumped for the first one, then pushed off, launching myself at another. I ran, leapt, and climbed my way through the mess, until I reached the last one.

Firing two webs at my feet, this time I jumped to the floor, then hauled on my web lines. The table slingshotted around and over my head, and despite Wizard's sudden look of panic, there was no way for him to get out of the way before it impacted— and smashed him right into a wall. When he fell, he didn't get back up.

"Oh yeah!" I gloated, pumping one fist. I did it! I had completely taken down the Frightful—

The sound of crunching glass cut off my premature celebration, and I fought the urge to groan as I looked back to my right. There was Thundra, looking very angry and very covered in leftovers. Couldn't she just stay down?

"Y'know, cream corn is a good color on you," I snarked to cover my annoyance.

Apparently that was enough to push her over the edge, because she let out a strangled scream, _tore out a section of the lunch counter_, and hurled it straight at me.

Jumping to the ceiling, I fired a web at the incoming hunk of counter. Now, while that _wouldn't_ normally be enough to yank me off of anything— when I say I can stick to stuff, I can _stick_ to stuff— it _was_ enough to rip the panel I was clinging to completely out of the ceiling; I found myself suddenly flailing in the air as the piece of debris crashed to the floor. Still, I had managed to slow the thing's progress and keep it from smashing into anybody. I'd also managed to turn _my_ not-so-graceful landing into a roll. Keeping my momentum, I came out of that roll leaping into the air, firing both web-shooters at Thundra.

Catching me completely off guard, she seized both of my web lines and cracked them like a whip— smashing _me_ headfirst into the floor. I grunted in pain, then groaned, just laying there for a moment. My spider sense was insisting that _now_ would be a _really good time_ to get up, but my body was protesting.

Thundra was running for me, this I knew— I had to get back to my feet. Yet as I pushed myself up, I realized she was already far too close and started to flinch against the inevitable blow— only for Thundra to slip?

I'd barely caught the movement out of the corner of my eye, but MJ was standing not twenty feet away, and had _kicked_ a plate of that awful lime jello into Thundra's path. Not only had she made the villainess completely lose her footing— Thundra had fallen right onto her butt and gone skidding to yet another crash landing among the pile of destroyed tables.

My heart swelled with pride in my best friend, although my head was demanding, _what are you doing, get out of here!_ The rest of me was just glad to have a moment to rest, and I laid my head back down on the floor. I was gonna get up… in a second. It was kind of nice to sit still, actually; my head was still throbbing from that sonic blast I had taken, and all the zipping around was _not_ helping.

MJ being MJ, of course, was holding up her phone, filming Thundra's defeat. "Here's my first front-page story," she remarked, sounding very satisfied. I was sighing inside because I knew I really needed to get up and get _her_ out of the way, just in case. Neither one of us noticed Klaw, who had had managed to recover yet again.

Apparently, the guy was very anti-paparazzi, because the first thing he did was the blast the phone right out of MJ's hand. She shrieked, and I flung myself from the floor, trying to get my feet under me and cursing myself for not making sure Klaw was down.

MJ was okay, but no thanks to me— it was Harry who had seized her around the middle, yanking her out of the way of Klaw's blast. "Hey, leave her alone!" he demanded, trying to shield her from the villain.

"Oh no," I breathed, as I saw Klaw lift his arm. "_No—_"

"_Auggh!_" Klaw's sonic pulse slammed into Harry point blank, blasting him across the cafeteria.

"_Harry!_" It was both mine and MJ's screams, but while MJ raced to get to Harry's side, where he'd collapsed into unconsciousness, I was charging straight for Klaw.

He seemed utterly unconcerned with what he might have just done, instead scoffing, "This school is full of would-be heroes." By the time he realized I was on the move, though, I was about half a second from planting a kick squarely in his face, knocking him headfirst into what was left of the lunch counter.

Thundra was back up at this point, but I was done playing. When she threw a punch at my head, I caught it, then kicked her in the stomach. _Then_ yanked down on her arm, slamming her face into my knee. That was enough to stun her, and I flung the woman to the floor, applying a generous heaping of webbing to ensure that _this time_ she really would _stay down_.

It seems we had gained an audience at this point, because several of the students cheered at my brutal takedown of Thundra. I glanced up, only to go wide eyed as I realized Wizard was back in the fight as well, and looming behind the other kids.

The cheering abruptly turned to panicked cries as Wizard's anti-grav discs stuck themselves to the students' backs. "Floating hostages," Wizard was musing. "You won't dare attack," he insisted.

As if to call his bluff, I seized half of a table and lifted it over my head. Wizard blanched, but only for a split second before he gestured, clustering all of the students in front of him to form a shield. I smirked, letting the table fall to one side— then fired a web line at the opposite wall.

Before Wizard could figure out what I was doing, I slid myself along the floor, spinning around to face him in the process. "_Real_ smart, Wiz— you left the back door standing open," I deadpanned, tagging him with both webs yet again.

I decided to fling him back into that same pile of wrecked tables. All those hard edges, it _had_ to hurt. It didn't knock him out this time, though; he started to push his way back out, not looking particularly happy. I imagine he was less so when I smashed my foot into his face, kicking him straight across the room and—

Crap. Out the cafeteria doors, into the hallway. I leapt after him, pausing only to stomp on Klaw's gut one more time, just to make _extra_ sure he was down.

Pushing through the doors, I crept into the hall, glancing around and searching for any sign of the Wizard. My search was abruptly interrupted by a certain blonde head popping up in my field of view.

"Spider-Girl!"

"Gyah!" One downside to Spidey sense? It only warns me when I'm actually in some kind of danger. Although having Flash Thompson that far into my personal space was dangerous enough in my book.

What was more frightening though, was the way Flash was looking at me. He looked… _thrilled_. "I'm your biggest fan!" he insisted, pulling open his letterman jacket to reveal a shirt with my mask's design on it, only in the shape of a heart. "Let me help you!"

I blinked; I had been about to demand what he was doing out here in the first place, but now I was caught between baffled and creeped out. At his determination to 'help', though, I couldn't help but chuckle. "Sure thing, 'number one fan'." I popped open a locker. "Step in."

I almost busted up laughing right then and there— Flash did it without question. In fact, he was wearing a hopeful smile. "Now what?"

Affecting a serious tone, I pointed a finger at him. "Wait for my signal! Jump out, and we'll surround them. Remember— _wait for my signal_." And with that, I closed the locker on his face.

…Yes, it _was_ completely immature. But it felt_ so good!_

"_Hah!_"

The guttural cry had me spinning, only to see the cafeteria doors explode outwards as Thundra smashed through them, still covered in bits of webbing. She ran into the hall, whirling around, and was shortly followed by Klaw. A moment later, Wizard floated out from behind a corner to join them.

"Where is she?" Thundra demanded.

Ah, yeah… at that point, I wasn't exactly in the hall anymore. As soon as I'd seen Thundra and Klaw come bursting in, I'd jumped up to the ceiling and tucked myself into an air vent. And I was _not_ hiding… I was pulling back to re-evaluate my strategy. Which was actually a pretty serious problem, considering that I couldn't seem to get any of these three to actually stay _down_. How the heck was I supposed to _beat_ them?

Something seemed to catch their attention, but it took a moment for me to realize what it was, since I could still only hear out of my right ear— police sirens.

Thundra growled, clenching her fists, but Wizard held up a warning hand. "We're not being paid to fight cops. Lets go."

And watching them from the air grate over their heads, there was nothing I could do, except… _let_ them go.

After a moment I let out a long, weary breath, bowing my head forward. I was exhausted. I was hurting. I wanted nothing more than to curl up and sleep for a week… but I needed to get back to the cafeteria. Not just to make an appearance as Pete, but to make sure everyone was okay, especially MJ and— _Harry_.

My breath caught in my throat. That hit he had taken… That was enough to spur me into action, even as my limbs protested in pain.

I didn't need to jump down into the hallway. In fact, it was easier for me to just stay in the air conditioning duct and follow it back to the cafeteria. A good chunk of the duct work had been ripped up too, so I slid right out and quickly found my clothes and shoes, trying to work them back on without falling through the already-unstable ceiling.

By the time I was fully dressed and back on the ground, there was a crowd of students formed around Harry. I rushed up, pushing my way through— then came to a halt upon seeing MJ on her knees. She was cradling Harry's head in her arms.

"Harry— it's MJ. Can you hear me?" she asked anxiously. He was very much unconscious, though, and I kneeled next to both of them. MJ shot me an apprehensive look as I placed a shaking hand on his shoulder. Then I let out an aggrieved sound.

"This is all my fault," I whispered, shaking my head.

There were sudden footsteps and the teens in the crowd shuffled to either side. I didn't glance up until I saw the shadow fall across us. When I did, I blurted out, "Mr. Osborn!"

Harry's dad was standing there, the cops behind him. Norman looked shaken, and I tried to formulate some kind of explanation, _something_ to offer him. "I— I'm sorry, I— it just—"

Norman's expression just hardened as he kneeled next to his son, and cut me off. "Why apologize, Peyton; what could _you_ have possibly done?" he asked as he lifted Harry into his arms. I couldn't help it; I flinched, and nothing more was said as Norman carried his son out of the building.

I just sat there, staring at the floor; I could feel MJ's hand on my back, trying to be comforting, but all I could focus on were Mr. Osborn's words. I _knew_ the only reason his question came out so harshly was because he was upset and scared for Harry… but the words hurt doubly. Because _I_ had started the chaos that led to the other students getting involved, and Harry getting hurt— and because I could have stopped it. _Should have_ stopped it, before it got to that point.

And I wasn't just remembering that night, with Uncle Ben… but what Fury had said that morning. "Three minutes," I whispered to myself. …_Right_.

* * *

Instead of the usual light hearted conversation that I would be sharing with MJ as we walked home, we were both just quietly trudging along. Oh, sure, we had tried to talk, to offer some kind of support or comfort to each other… but MJ was clearly distressed by what she had witnessed. And I was feeling low for an entirely different reason. So all our attempts had eventually fallen off into awkward silence.

It had taken a while for us to all get released; first they had to actually evacuate the students from the school— then they had to make sure everyone was accounted for before they finally let us go. It hadn't helped that Flash had still been sitting in that locker, insisting on 'waiting for Spidey's signal'. I'd at least gotten the chance to call Aunt May and let her know I was all right. But all in all, it had taken a couple of hours. By now, I was just ready for this day to be over.

We came up to my house first; "Bye," I murmured. MJ just hugged me, and I squeezed her back.

"I'll… I'll call you tomorrow?" she offered, almost uncertainly. We would definitely have the time to talk— the school was being completely shut down while it was getting rebuilt.

"I'll try and keep my phone on me," I promised.

With that, I slowly climbed our stairs, pausing only to glance back at Mary Jane. She was still standing there, and tried to force a smile. I did too, then watched as she started heading further down the block. Then I took a breath, and pushed the door open.

The TV was on somewhere in the house, but the volume was high enough that I could clearly hear Jameson's familiar bellow as I closed the door behind me.

'In a shocking betrayal of the justice system she claims to uphold, Spider-Girl today led _known_ super criminals in an attack on innocent school children! Believe me, ladies and gentlemen, it gives this humble commentator less pleasure than I imagined to say— I told you so!'

I was still standing in the entry way, my hands tightening into fists around the straps of my backpack. But why should I get angry at Jameson? I asked myself bitterly. For once, he might as well be telling the truth. _I_ led them there. Everything that had happened was my fault.

"Peyton? Is that you?"

I let out a long puff of air. "In here, Aunt May," I called back after a moment.

A second later, my aunt appeared from the kitchen, still wearing an apron. I tried to give her what was supposed to be a reassuring smile; the first thing she did, though, was to wrap her arms around me, and despite myself, I buried my face in her shoulder.

Finally, I admonished myself for acting like a little kid and started to pull away. Aunt May let go, but then pushed a lock of hair back from my eyes, placing her hands on my cheeks, then my shoulders. "Are you okay?"

Again I smiled, and tired though it was, it was a little more genuine. "Yeah, Aunt May, those psychos never touched me," I lied.

Luckily, my ear hadn't bled too much, and I'd made sure to clean it up. With all the confusion and what had happened to Harry, people had mostly forgotten that I'd been singled out for Klaw's attack too. Besides, I was up and walking around, and now that my head had stopped ringing, I was actually able to hear a little out of that side.

Regardless, there was no way I was going to tell Aunt May what had actually happened— she worries about me enough as it is, and she doesn't even know about the _really_ dangerous stuff I do. Anyways, I always seemed to heal faster than normal; hopefully that would be the case again.

…Wish I could say the same for Harry.

Aunt May immediately picked up on my change of expression. "What's wrong?"

I glanced up, before sighing, and repeating my thought out loud. Aunt May gave me a regretful look and another quick hug. I had briefly told her what'd happened to Harry when we'd spoken on the phone; she hadn't pressed me for details then, and she didn't now. Just another one of the many reasons why I love my aunt so much.

She let go, moving back into the kitchen, and I followed her. It looked like I'd caught her in the middle of chopping vegetables, which she returned to. I glanced over to the small TV in the kitchen.

'—and it is the opinion of Daily Bugle Communications that the police should issue a warrant for the wall crawler's arrest! Nothing less than deadly force should be employed in the pursuit of Spider-Girl!' I rolled my eyes, letting out a disgusted sigh.

"You know," Aunt May started musing, and I turned towards her, grateful for any distraction from Jameson's rant. "If we had Norman Osborn's money, I'd put you in private school, _immediately_."

"Uh, yeah… that'd be sweet," I offered, not entirely truthful, but I doubted there was any risk of it actually happening so I wasn't going to worry. Meanwhile, Aunt May finished cutting up one carrot and reached for a second. I snagged a piece. "Hey, when's dinner?" I asked before I started munching on it. I was starving; I'd never gotten a chance to eat my lunch, after all.

She gave me a tolerant grin. "It's almost ready." She then lifted the cutting board, dumping the carrots into a nearby salad bowl. "Do you want to go ahead and put the candles on the cake?"

It was an innocent enough question but it hit me like a dump truck— and considering that actually happened to me once, it's not a comparison I use lightly. I let my backpack slide off my shoulder and to the floor, turning to grip the counter as I ducked my head. How could I? How could I have totally forgotten what day it was?

"Pete?" My sudden silence wasn't missed by my aunt. She turned and saw me leaning against the counter. "Pete," she repeated, this time with her voice full of understanding.

I just winced, ducking my head further. "I— I-I'm sorry, Aunt May, I— I guess I—"

"_Peyton_," she cut me off, "it's _all right_." She took me by the shoulders again, turning me to face her. I still avoided meeting her eyes. "With everything that happened today, it wasn't fair of me to have expected you to remember. I'm just happy you made it home safely," she insisted.

The words were sympathetic and I knew she meant well, but it was just another reminder of how royally I had screwed up today, and I flinched. I then pulled back, mumbling something about changing out of my dusty clothes before dinner. From the glimpse I got of her face as I headed for the stairs, I knew she didn't quite believe it, but she let me go all the same.

* * *

I sat on the end of my bed, a framed picture in my hands.

Dinner had been awkward and uncomfortable— not through any fault on Aunt May's part. She had tried to engage me in conversation, reassure me, make me feel better. And I _wanted_ to do the same for her, I really did… but my mind just kept going back to the complete mess I had made of things.

Uncle Ben's birthday was only about two weeks before the anniversary of his death. Aunt May and I had decided together that we wanted to _celebrate_ the man we had both loved, instead of letting this be a time of year where we felt miserable. So, the plan was that we would have a birthday dinner in honor of him— Aunt May would put those French cooking classes to good use, and I'd pick up a lemon cake with chocolate frosting— Uncle Ben's favorite.

I sighed, rubbing a thumb across the edge of the picture. It was of one of _my_ birthdays— couldn't even remember which one, but Uncle Ben and Aunt May had gotten me a chemistry set. The photo had been snapped as Uncle Ben was helping me set it up, and Aunt May had come over to warn the both of us, if we spilled any kind of chemicals on her carpet, _we_ were cleaning it up!

The hints of a smile came to my face as I set the picture down next to me. I then reached for my backpack, starting to pull the contents out. And of course, buried under everything else was the familiar fabric of my costume.

This time of year also happened to be the one-year anniversary of me gaining my powers… How fitting, I reflected sullenly, that I had gotten so wrapped up in my fight as Spider-Girl that I had let one of my best friends get hurt and completely forget what Aunt May and I had planned.

My hand came out of my backpack, gripping my mask, the white lenses staring back at me.

_Why should Aunt May be any different?_ I asked myself. She was just one more person I had let down. Let down _her_, let down_ Harry_— Harry, who had gotten hurt because _I'd_ made a dumb mistake and led the Frightful Four right to our high school. Not to mention putting everyone else there at risk, and the cafeteria getting destroyed. I was lucky no one _else_ got hurt… and even more _lucky_ that no one had put two and two together.

That hit I had gotten in on Wizard with the lunch tray. The fact that _I_ took Klaw's attack with no worse than a popped eardrum, when Harry ended up in the hospital. That Peyton Parker had disappeared right before Spider-Girl showed up.

My face twisted into a grimace, before I flung my mask across the floor.

"Fury's right," I mumbled, rubbing at my face with my palms. "I am a clueless rookie."

_So what are you gonna do about it?_

The unexpected thought caught me off guard, and I glanced up. My eyes drifted over to my mirror. I don't know what I expected to see there; maybe some impressive, heroic figure. Instead, I just saw me: five foot two, blue eyes, brown hair bobbed short at an angle… but I didn't look like a hero. I looked like a tired and upset and frustrated teenager.

I didn't quite feel it, but I sat up a little straighter, trying to hold my head high… nope. Still looked like some ordinary kid who had no idea what they were doing. I sighed… but then after a moment, lifted my head back up anyways.

"Fury _is_ right," I repeated, whispering to myself in the mirror. "I can do better… I _need_ to do better." Maybe all I could see was some scrawny teenage girl, but I knew there was more to me than that. And if I was serious about being Spider-Girl— for _other people's_ sake, not for my own— then: "I have a responsibility to be the best I can."

I stood, fists clenched at my sides. There was only one thing left I could do, at this point. Maybe I wasn't thrilled about it, but… I owed it to the people I was supposed to be protecting. I glanced back at the mirror one more time, and smirked.

First, though… I was going to need a change of wardrobe.

* * *

Of course, it had to be _raining_. Guess the universe was taking the 'wash the costume' decision out of my hands.

I frowned under my mask; the rain wasn't so much of an issue, though it could make it hard for my webs to stick to smooth surfaces. The bigger worry was the lightning storm overhead. I mean, I'd never been struck by lightning _before_ while web-slinging through the city… but I also didn't have a desire to tempt fate either.

Sighing, I grit my teeth. Either I was gonna do it now, or not. "Okay," I answered myself. "Let's do this."

I rose from where I had been crouched on top of a low building, and started off at a run. I had a good momentum going when I reached the edge, and launched myself out over the street, firing my web-shooter. It wasn't long before I settled into the familiar rhythm.

The Helicarrier was over south Manhattan, so it would take me a few minutes to get there. I just had to hope SHIELD would roll out the welcome mat for me— it _was_ the middle of the night, but this was something I needed to do _now_. No stalling, no talking myself out of it…

I landed on a wall of glass windows. This time, I told myself as I began running up the side of the skyscraper, I _wasn't_ going to flake. I was going to step up, and show Fury and all the rest exactly what I was capable of.

I had reached the crest of the building, and fired one more web, this time towards the spire, hauling on it even as I jumped, using the extra force to launch me up into the air. It would be a tricky shot, just at the limits of how far my web-shooter could reach. I tucked my legs up under me, extending my right arm to fire a line up at the Helicarrier right as I reached the apex of my jump. The web played out and played out and—

Ran out of web fluid?!

"_Crap!_" In the all the chaos today, I had gotten so distracted, I'd forgotten to check if my web-shooters' cartridges needed to be changed! I quickly fired with my left, but I'd already started falling— my web-shooter just wasn't powerful enough to reach that far and that line missed as well.

Glancing down, I had a moment of panic as I realized I was plummeting straight back towards the building I had launched myself from. Normally not a problem— I could just catch myself on a different building and swing away. But I was headed straight for the tallest building in the area, which didn't leave me a whole lot of options for anchor points.

I was starting to get frantic when I suddenly had a moment of clarity, and my eyes fell on the _second_ web-shooter attached to my right arm. It was still there, where I had left it stuck to the costume, and I reached over, flicking it on.

"Fury's tech boys better be on their money," I hoped out loud— hoping that I was doing this right as I took aim— I fired—

And _holy cow_— the pressure on that thing must have been ridiculous! Not only did it fire much faster than my own, but the line kept flying, unerringly, until—

"_Yes!_" It had hit its mark! I tightened my grip, catching myself on the new web line, and yanked myself upward. "Whoa— _yeah-ha-hah!_" I cheered, the sudden burst of adrenaline making me feel giddy.

When I finally landed on the side of the Helicarrier, a laugh bubbled up from my throat, and I regarded my arm. "Okay, _not_ too clunky," I admired, and I had to admit, I was impressed.

My moment of elation was just as abruptly cut short as a computerized voice began announcing over some kind of speaker system, '**Intruder Alert! Intruder Alert!**'

I spun to see a panel on the side of the carrier lift up, revealing a weapons emplacement underneath. "Oh no," I started to groan, right as the gun swiveled up and turned towards me.

The thing immediately opened fire, and I dove into a roll to avoid it. "_Whoa!_ What gives?" I demanded to the Helicarrier at large. "_You_ guys are the ones who invited _me!_"

The laser turret refused to listen to reason and continued attempted to blast me to smithereens. I continued to dodge, this time towards a spot where I could see the surface of the Helicarrier curving away from me. If I could get past that curve, the turret wouldn't have a line of sight on me anymore.

In fact, I managed to get to the next section of the carrier without taking a single hit from the offending gun. I was in the middle of congratulating myself for my quick thinking (and I really should have known better by now) when— a dozen more guns just like it rose up from the side of the ship.

"Oh you've got to be kidding me," I deadpanned. The turrets responded by turning the air into a hailstorm of painful lasers, and again I was on the move— hissing as one of the blasts caught me under the arm.

Okay, enough of this! SHIELD or not, I wasn't going to take this laying down. I aimed my right arm, suddenly remembering that it was the unfamiliar web-shooter— well, now was as good a time as any to test how it did in a fight. I fired a web shot straight for the closest gun— and to my amazement, knocked it clean off of its mounting!

"Ha _ha_!" I crowed, gleefully repeating the action with two more of the guns, all while dodging and skirting their fire. "Not bad at all!"

Now that I was dealing some damage, my confidence was boosted; I slipped under the muzzle of the next turret and ripped it clean off of its base, before flinging it at another, causing a _very_ satisfying explosion.

The computerized voice seemed to take extra offense to my actions, as it started bleating again: '**Intruder Alert!**'

"Yeah, we got that already!" I shot back, firing more webbing at the turrets. "Y'know, you're starting to sound like a broken—"

My bad joke was cut off by a _new_ gun emplacement rising from the side of the Helicarrier— a much, much _larger_ gun— and several more small ones with it.

A laser sight suddenly flicked on, and with the smoke still lingering from the various destroyed turrets, I could see the laser sighted squarely on my torso— I dove out of the way, only for it to follow, apparently locked on. What was more, some of the smaller guns began to fire, not at me but at the spot I was trying to dodge through. I skidded to a halt, trying to dodge back the other way, only to be met with the same problem.

"Eh heh," I chuckled nervously; the big gun started to whir as it powered up and I hastily threw my hands in the air. "Call it a draw?"

I was starting to flinch, anticipating a whole lot of pain in my immediate future when I heard a click followed by a sudden chirping noise. Confused, I dared to open one eye. And, speaking of 'one eye'…

None other than Nick Fury was standing there, holding some kind of remote, and looking utterly unimpressed. I cleared my throat, dropping my hands. "And what exactly are _you_ doing here?" he pointedly asked. Fury continued to stare at me expectantly, arms crossed, and I rubbed my palms against my thighs. Then I took a deep breath. _You can do this, Spidey_.

Standing up straighter, I did something I had never done before, and that went against my every instinct— I slipped my mask off and looked Fury straight in the eye. Then I mustered up by best 'confident smirk' and gave him a mock salute. "Your friendly neighborhood Spider-Girl, reporting for duty."

He regarded me for a moment, before answering, entirely serious: "Welcome to SHIELD, Spider-Girl." He turned, starting to walk off, and I hesitated for a moment before I began to follow. That was when he casually called back over his shoulder, "Let's hope you survive the experience." I ground to a halt.

"…Wait— what?"

* * *

X

* * *

**A/N: And here it is! Thanks again for everyone's patience, for the wonderful feedback, and for continuing to read, review, follow and favorite! It makes me feel so amazing to know that I'm producing something that other people are enjoying so much. You might even say, it makes me feel... spectacular? (Hey, I have to practice my groan-inducing puns if I plan on writing in Peyton's voice for a long time.)**

**The bit where Spidey catches the guy that Thundra was menacing may seem like a weird bit from the show to keep in, but I find it too hilarious— because it plays out in the show exactly as I wrote it here. Spider-Man catches the kid, who proceeds to give him a winning smile and Spidey gives him a weird look. I encourage you to re-watch it.**

**Since a couple of people have asked me, either in reviews or PMs, what Peyton's appearance is, I went ahead and added that in to the scene where she is looking at herself in the mirror. I know it's not much, but... honestly, the easiest way to describe her is that she looks like Peter... except as a girl, and with slightly longer hair. ^_^' In my own mind, she's also a little bit shorter than him. I am kind of hoping that we get to see an unmasked Petra Parker when Season 3 comes out later this year. **

**So, next chapter is one that I know you're all waiting for— Peyton finally meeting the team! I'll do my best to do justice to it. :)**

**Until next time! (And p****rops to the person who spots the Shattered Dimensions joke. ;) )**  
::DemonicK


	5. Great Responsibility I

**Ultimate Spider-Girl  
****[USM Rule 63]  
****10 July, 2014**

**Chapter 5: Great Responsibility I**

* * *

X

* * *

I was standing in a dark room, muscles tensed as I glanced around me. Lights flickered on, and I narrowed my eyes against the change in brightness. They _stayed_ narrow because now I could see my opponents— robots, and they had me surrounded.

So how exactly had I gotten myself into trouble this time? Surprisingly enough, I hadn't. No, I wasn't fighting off the robot army of some mad scientist— well, heck, maybe I was, you never know who SHIELD might have recruited.

After all, they had recruited _me_.

Which was why I was standing in the middle of a training room on the SHIELD Helicarrier, while Fury's voice announced overhead, "This exercise will gauge your efficiency against superior numbers. Disable all attackers— you have sixty seconds."

Okay, I could do this… I mean, I almost always hold back when I fight, but if it was just a bunch of robots, I could go all out, right? I flexed my neck from side to side, cracking it. "No sweat," I muttered to myself.

Of course, I'd been at this most of the day by now. 'Tests' and 'exercises'— blegh. Now, don't go spreading this around, but, usually I _enjoy_ a chance to show off— a little! This was starting to get real old, though. Part of me wanted to remind Fury that _he_ came to _me_. And this wasn't even training yet! This was all some…. superhero placement test.

"Oh, and FYI?" Fury's voice came back on over the loudspeaker. "Captain America did it in _ten_."

I rolled my eyes. Was that going to be the running theme of the day? If Fury was going to constantly compare me to someone who was routinely referred to as the greatest superhero to ever live (which is totally debatable by the way), he was going to be disappointed. But then a buzzer sounded and I had other things to worry about.

My spider sense kicked in and I back flipped, right over the robot that had rushed me from behind. Before I even landed, another one had plowed into me midair, and we both went crashing to the floor.

Grunting, I pried at the thing's arms, only for my Spidey sense to get even more insistent— and I experienced a brief moment of panic before being buried by four _more_ robots dog piling me.

"Great… _great_," I muttered to myself as I tried to slither my way out of the pile of metal. "_Nnh_. I always wanted SHIELD's first impression of me to involve abject humiliation."

Once I finally got far enough out, I fired a web at the opposite wall and yanked myself free, rolling back to my feet.

The robots were on me in a heart beat. I ducked one blow, then leapt over another, taking the opportunity to kick one of the things in the head. Sadly, that tactic doesn't seem to work as well on machines. When I landed, it just lashed out at me again with another one of those tentacle arms.

I bit down on a sound of pain, staggering from where it hit me but able to keep my feet. Before it could attack again, I pressed forward, taking a more direct approach— and buried my fist through the center of its chest. The thing flickered and died while I yanked my arm free, trying not to slice my hand open in the process as it toppled to the floor.

My spider sense barely had the chance to warn me before yet _another_ robot had grabbed me— this time wrapping its arms around my stomach and squeezing.

As I struggled to free myself, I couldn't help but think sarcastically, _Real smooth, Spidey— I'm gonna land myself on the SHIELD 'Wall of Shame' for dying on my first day!_ As though I weren't about fifty times stronger than a normal human being, the robot casually lifted me up into the air, still holding me tightly like some kind of bizarre child with a plush toy.

That might sound adorable— trust me. It wasn't. "All right, _enough!_" I grit out, grabbing the ends of the arms so tightly that my fingers sunk into the metal.

It might be a good time to note, at this point, my Spidey sense was just kind of a continual buzzing in the back of my head. Of course, it would fluctuate between being background noise and '_OH MY GOD WHAT IS THAT LOOK OUT_'. And… okay, _fine—_ I'll admit it, when I've got multiple things trying to kill me at once, it can be hard for me to pick out which one my spider sense is warning me of.

So _when_ my spider sense started flipping out again, I twisted in place, trying to find the threat— right as the machine holding me electrified its arms.

"_Aghh!_" My yell choked off as all of my muscles started clenching up. But that included my arms and fingers— tightening my grip on the metal tentacles that were holding me.

With a lot more effort than it should have taken— I was fighting myself as much as the robot— I managed to jerk my arms upwards, then viciously back down. The force of the maneuver completely snapped its arms off.

I somehow managed to land in a crouch; it landed in a heap.

I didn't have time to pat myself on the back, though, as more of the robots closed in—this time accompanied by four little hovering… sphere things. Drones? Whatever they were, they were even faster than the robots, and darted in towards me. I flipped away from the first one, then snagged the second as it dove past.

Which turned out to be a mistake. It just so happened that the little drones were strong enough to carry a person— and I suddenly found myself being taken for a wild ride.

"_Whoa!_" I yanked my legs up from where one of the robots was trying to snag my feet, and replied with a kick that toppled the thing over as we zipped past.

Only to hear a beeping sound that drew my attention back to the drone I was clinging to. The light on it had changed from green to red. I paled under my mask. "Oh that's not good—"

The metal casing burst open, some kind of liquid exploding from it, and the force of the blast was enough to knock me into a nearby wall.

Groaning, I slid to the floor, before fingering the stuff that I was now covered in. Ugh, it was… some kind of green _slime_. Was there even a purpose to that, except to be gross?

Glancing up, I saw even the rest of the robots and drones waiting, and let out a short sigh. "No rest for the weary, huh?" I deadpanned. Of course, their reaction was just to charge me again. I swung into the air, coming to the conclusion that I didn't like fighting robots— no one to banter with.

Now, I _attempted_ to fire a web shot at the leading drone— only for the web-shooter to let out a pitiful spurt. "Oh come on!"

I knew the SHIELD web-shooter wasn't empty yet; no, the problem seemed to be that it had gotten flipped to the wrong setting, and I wasn't quite sure how to flip it back. I landed on the floor, then bounced up to a wall, then the ceiling. That would only buy me a few seconds, but as I prodded at the little device, I hoped that was all I needed.

Finally, I saw it light up with what I wanted— which was good timing, because the drones were all over me a split second later.

I ducked away, then, still standing on the ceiling, fired my new web-shooter again. Instead of a single line, it shot out a wide burst that spread like a net. It wrapped around two of the drones; I spun, slinging the whole mess down at some of the robots, and was rewarded by a small explosion.

"_Yeah-ah!_" I cheered, only for my spider sense to flare. "Whoa— _oomf!_"

The last drone had slammed into my stomach, knocking me off the ceiling and back into the fray below.

* * *

Elsewhere, there were several figures watching the fight play out on a screen. As they stood there, Spider-Girl got blindsided again, and one of them chuckled— none other than Nick Fury.

Ranged behind him, however, were three more costume clad teenagers, also watching… and equally unimpressed.

"I finished this thing in under twenty," one of them commented to his two companions, arms crossed.

The young man next to him, the largest one there, added, "I completed mine in under eighteen."

The only girl in their group gestured to the screen. "There's no discipline to her fighting style. She's just flailing around hitting things!" As though to punctuate that sentence, the on-screen image of Spider-Girl showed her using one of the tentacle arms to smash another of the robots. "But," the girl added reluctantly. "Fury says she's good for the team…"

It was then that a fourth teenager ran up to join them, holding himself somewhat imperiously. "Why is Fury testing a new candidate? I didn't approve this!" he insisted, pointing to the holo screen.

The other three just regarded him, and the girl spoke up again. "Aw, look who thinks he's still in charge," she teased. "That's so cute."

The late arrival's expression grew even more annoyed, but he ignored her. "If Fury thinks I'm going to lead that _bug brain_ in battle—"

"In your _dreams_, you're the team leader," the second boy countered, walking up and smacking the would-be leader in the shoulder.

The first one tempered, "She is rough around the edges, but, not without potential."

"Yeah," the girl scoffed. "Like she named herself 'Spider-Girl'," she went on, using air quotes around the so-called superhero's name.

"What was she supposed to call herself?" The biggest one replied, clearly amused. On screen, Spider-Girl was flipping through a hail of lasers.

"I don't know, something _cool_," the girl insisted, "that doesn't scream, 'Hi, I have low self esteem and identify with bugs!'"

The first one again tried to calm the growing debate. "You know what they say about a book and its cover," he pointed out.

"Dude— I will clean this Helicarrier for a _month_ if she makes it," the young woman shot back.

The first boy just raised an eyebrow. "Toilets too?"

"Toilets too," she agreed solemnly.

The three boys immediately held up their hands, grinning: "You're on!" "I'm in!" "Heh, me too!" She high fived each of them in turn to seal the deal.

The moment was disrupted by a guttural yell and another explosion from the screen, drawing their attention back. The girl's smug grin turned back into annoyance as she eyed the red and blue clad teenager they were watching. On screen, the last robot fell to the ground, depowered, revealing 'Spider-Girl' standing there and looking completely full of herself.

* * *

"Next!" I called out without a trace of modesty.

There was a tentacle-arm still slung over my shoulder, and I let it drop to the floor. I'd cut it close, but I was certain I had managed to bring down all of the robots in under a minute. Which— all told— I think had earned me some bragging rights.

A faint humming had me turning around to face a holographic projection of Fury. I quickly covered my impressed reaction, instead putting a hand on my hip. "So what d'ya think, teach? Do I get a gold star?" I quipped.

Fury didn't even acknowledge it. "Web parachute test," was all he said. "Red button. See you tomorrow." I caught the barest glimpse of him smirking before the hologram faded out.

"Huh? 'Parachute test'?" I mused out loud. "What does that—"

My question was quickly cut replaced by the sound of me screaming— because the floor had completely fallen out from under my feet! Again, my Spidey sense had warned me of danger, but not that I was about to be _plummeting in freefall!_

My first instinct was to fire a web back up at the Helicarrier, but the web-shooter just gave an irritating little beep and refused to do what I wanted. "What the _heck?_"

I tumbled once before quickly righting myself; just as quickly, I began panicking again. I mean, I was used to falling from a height, but not this high, and not this long! And there was usually a convenient building at the other end of my web line, preventing me from turning into roadkill!

Wait… what had Fury said… something about a button? Red button! I grabbed at my new web-shooter, fumbling at it. What did he mean, _red button_, the _whole thing was red!_ Again, the holographic interface popped up, and I was frantically flipping through the settings when— a red dot appeared on it. I paused for about a nanosecond before stabbing at it.

My arm was suddenly wrenched as my web-shooter shot out a… parachute. Made from a sheet of webbing.

'Web parachute'. …_Right_.

I let out a long and bedraggled sigh, rubbing at my face as I drifted downwards. "Yeah. Wall of Shame for sure," I muttered.'

* * *

Unlocking the front door, I trudged in, thankful that Aunt May wasn't home yet. "_Man_, SHIELD is definitely doing their best to change my mind," I muttered, flexing my neck and shoulders.

Luckily, I reflected as I clambered up the stairs to take a look at myself in the bathroom mirror, I hadn't gotten any bruises in visible places… Then I grimaced. That didn't make the not-visible ones hurt any less.

Finally making it to my room, I pulled the new web-shooter off and chucked it onto my bed; I then began to strip off my clothes, and the costume underneath. Actually seeing the bruises around my ribs and abdomen, I let out a hiss.

"Thank goodness it's not swimsuit season," I remarked to myself, though even I didn't find it that funny. Besides, it's not like I was a big fan of bikinis anyways.

Once I was back in regular clothes, I took advantage of Aunt May's absence by running my costume down to the washing machine in the basement. All I could hope was that whatever that green slime was, it wouldn't clog the machine up. I'd done that enough times already that Aunt May had just about banned me from doing laundry _period_. A problem I'm sure most teens would _love_ to have, but I can't exactly ask her to wash my suit _for_ me. I'd just have to cross my fingers.

I then made my way to the kitchen; noticing the flashing light on the answering machine, I hit 'play' then began rummaging around for a snack. Man, nothing like a pack of angry robots to get your appetite going.

'This message is to inform the Parker family that classes will resume at Midtown High School tomorrow—'

"Wait— _w-what?_" I spluttered, trying to stand up and banging my head on the inside of the fridge. "_Ow!_ Seriously?"

The message kept on playing, oblivious to my dismay, and I finally started paying attention again. '—will be half day classes, until such time as the school is completely repaired. Unexcused absences during this time will count against the student. Thank you and goodbye.'

There was a click, and I frowned, but didn't delete the message. Might as well leave it for Aunt May to hear… I mean, I guess I should have been glad it was just half days, but I'd kind of counted on there being no school for at least a _couple_ of days, so I could get going with SHIELD.

I sighed again, standing up with stuff to make some sandwiches. "SHIELD'll have to wait, I guess."

Eventually, I retired up to my room with two sandwiches on my plate— the third hadn't survived the trip up the stairs— and retrieved the new web-shooter. I held it up, looking the whole thing over while I used the other hand to scarf a PB&J.

"Innovative, check. Powerful, check. Intuitive?" I snorted. "Not in the slightest." Of course, that may have come out a little muffled, what with my mouth being full of peanut butter.

But the fact remained, this thing— while cool— was no use to me if I couldn't adjust it on the fly. I needed to know how it functioned, and needed to be able to do it without thinking, like with my _own_ web-shooters. Frowning, I reached for my toolkit.

Okay, so, maybe I could have just fiddled around with the interface to figure it out. But I didn't just want to know how to _make_ it work, I wanted to know how it _worked_. And for that, I was gonna have to crack this puppy open.

That was when my phone rang, and I reached over to check it— MJ. I answered the call, setting it to speaker. "Hey, MJ, how're you doing?"

'Doing better, today,' she answered, and her voice was still a little subdued. I paused, glancing up from where I was fiddling around. '…And you?'

I winced a little, before answering as truthfully as I could. "I've… kind of just been keeping myself distracted, to be honest."

'Yeah, I get that…'

"So how'd your parents take it?" I asked after a moment, ducking my head back to the web-shooter. There was a small seam along the edge; if I could just get a screwdriver past the lip of it…

The voice that answered me was somewhere between incredulity and amusement. 'How did my parents take me being in the middle of a supervillain attack on our high school?' I started to grin a little, before she added, 'Especially one that put one of my best friends in the hospital…' At that, I flinched, fumbling the screwdriver. 'You okay?' MJ suddenly asked; she must have heard the clatter.

"Y-yeah, yeah, I'm… I'm fine," I mumbled, reaching for the fallen tool.

'…You know it wasn't your fault, right?' MJ's voice had grown quiet.

"Yeah, no," I hedged, before hastily changing the subject. "How is Harry? Have you heard anything?"

'Yeah, actually, I managed to get a hold of his dad's secretary.' There was a touch of wryness in MJ's voice at that, but I couldn't bring myself to smile at it. 'She said he's awake and alert. They're letting him have visitors tomorrow.'

"Really? That's great," I answered, letting out a long sigh. I sat back up in my seat, holding the screwdriver again, staring at it for a moment. "I'll have to run over there after school tomorrow," I mused out loud.

MJ made an exasperated sound. 'So you got that message too, huh?'

"Yeah," I agreed, leveraging the screwdriver into the seam of the web-shooter again. It didn't want to budge, but I figured a little spider strength might change its mind. "At least it's just a half day."

'I guess if they don't have a place for us to eat lunch, they can't keep us the whole time,' MJ supplied.

I was distracted by the fact that I had finally managed to get the screwdriver in between the two halves of the web-shooter. "Huh? Oh! Yeah, that makes sense," I agreed absently. I had to be careful now; I didn't want to damage the little gadget. Slowly, I began to edge the screwdriver along the seam, trying to widen it.

'I'm sure Harry will be all right,' MJ continued after a moment, and something about her tone made me pause again. 'I mean… they're probably just keeping him in the hospital for observation.'

It made my heart ache to hear her talking like that, like she needed to reassure herself. "He'll be okay!" I insisted, although I couldn't help the guilt that accompanied that statement— _no thanks to me_, it pointed out coldly. "Harry's a tough guy," I went on, voice a little quieter. I got no answer for a few seconds. "…MJ?"

'…He was trying to protect me,' she finally answered.

I cut in. "It's _not_ your fault— e-either," I added a little belatedly, and hating myself for it. A very real part of that blame belonged to me, but not to MJ. MJ and Harry were just two normal teenagers, trying to stand up for their classmates. _I_ was the one with superpowers, the one who _should_ have been there to keep them from being in danger in the first place. But, I couldn't exactly make that argument to MJ, so instead, I insisted, "The _only_ ones to blame are the Frightful Four. Harry'll tell you the exact same thing."

'I guess,' she replied quietly.

"I know," I answered, as seriously as I could.

Unfortunately, in my moment of conviction, I tightened my grip on the screwdriver, and apparently moved my hand too fast. I didn't crack the casing on the web-shooter, though— oh no. That'd be too simple.

No— all of a sudden, _webbing_ started to explode from the seam of the device, and I let out a yelp.

'Peyton! Are you okay?' MJ was suddenly demanding, as I desperately tried to grab for the web-shooter, flinching away from the hundreds of tiny web lines that kept streaming from the thing.

"_Fine!_" I managed to shriek back, fighting my way past all the webs.

'_What's_ going _on?!_'

"Science project! I gotta go! See you tomorrow?" I asked desperately— I had managed to grab the web-shooter, but it was _still_ spewing strands of webbing everywhere.

'Pete, are you—'

"Okayseeyouatschool_bye!_' With one flailing hand, I managed to reach out and end the call. Then— all I could think of to do was to yank the screwdriver out and hope that closing the seam would stop it.

With a little pop, the screwdriver came free, the two halves of the web-shooter fell back together, and the explosion of webs stopped… Sort of. The web fluid was now starting to ooze out from the crack, and I hastily dropped the web-shooter, before it started flowing over my hand.

Then, I let out a breath, not realizing I'd even been holding it. Then I looked around.

Needless to say, my room was a disaster zone. It looked like there was webbing _everywhere_, although it was hard to tell since most of it seemed to be all over _me_. I swatted at some of the gossamer strands— luckily, they were far thinner than my usual web lines were… but also a lot more numerous. When I finally got it cleared away from my face and arms, I took a moment to just inspect the damage.

"…Holy _crap_," I intoned after a moment. "…Aunt May is gonna _murder me_."

* * *

The following afternoon found me in one of my least favorite places— a hospital.

Don't get me wrong, it was a _nice_ hospital. Real high class, friendly staff… But there was something about hospitals in general that set me on edge. Maybe I was prejudiced because there were plenty of times when I needed one, but couldn't actually _go_ to one. I frowned at that thought, and shook my head.

"You can go in, now." A kind voice caught my attention, and I turned to see one of the nurses smiling at me. I smiled back, offering a quick thanks, and pushed my way into the room. The brunette I saw there was just reclining his head back against the raised end of the bed.

"Hey, hero!"

Harry's eyes shot open, and he grinned, sitting back up. "He-ey, Petey!"

"Brought you something from school," I went on, returning his smile.

"Cheerleaders?" he ventured, his grin getting wider.

"Homework," I answered wryly, dropping two textbooks on his bedside table. Funny, how quickly Harry's face fell. "So how're you doing?"

"Eh, there's still some ringing in my ears," Harry dismissed, waving it off. "But the doc says I'll be fine tomorrow!"

"Awesome," I replied, not bothering to hide the relief in my voice.

Harry's expression turned troubled. "But what about you? And MJ?"

That brought a fresh stab of guilt with it, but I gave him a reassuring smile anyways. "Both fine," I insisted. "Better, now that we know you're okay. You had us worried there," I admitted, though trying to keep my tone light and teasing. "MJ was feeling a little down, but I think she's planning on stopping by to visit you later today."

"That'd be nice," Harry agreed with a small smile. He wasn't so easily dissuaded, though. "But you—"

"Had a little ringing in my head too," I dismissed, then lied, "I didn't get it half as bad as you." I could see he still didn't quite believe me, so I quickly grinned and pointed to the two textbooks I had brought. "Kind of makes me wonder if you did it to get out of going to class!"

I then chuckled as Harry's expression morphed into one of dismay. "I _wish_," he shot back. "I still can't believe they've already reopened the school."

"Just for a couple of hours each day." I shrugged. After all, it was only just past noon at that moment. "We were barely in each class for more than fifteen minutes. All they did was collect old homework and assign new stuff. And I just _knew_ how heartbroken you'd be if you got left out," I teased.

"_Thanks_," was Harry's dry response, and I chuckled.

"Peyton has your best interests at heart, son," a new voice broke in, and I turned, a little surprised that Harry's father was there. "The hallmark of a true friend," Mr. Osborn went on, nodding to me approvingly. I smiled, a little embarrassed at what, from Norman Osborn, was a glowing commendation.

He stepped past me, up to Harry's bedside. Harry seemed just as surprised to see him as I was. "Dad! What're you doing here?"

"Isn't a father allowed to be concerned when his only child is in the hospital?" Mr. Osborn returned, raising an eyebrow. "I thought I would stop by between meetings. How are you feeling?" he asked, a bit more gently.

"I'm… feeling fine. …It's good of you to stop by."

"Yes, well… it's good to see you looking better."

I really wanted to roll my eyes and just… _shake_ the two of them. I mean, I get it— Harry's mom wasn't around and his dad hardly ever had much time to spare from running his company, even to spend with Harry. But when I compared the awkward relationship those two had to _my_ relationship with Aunt May… _geez_. It had to be because they were both guys, that they were so obtuse. Honestly, Mr. Osborn was a great guy, from what I could see. Kind of made me wonder if _my_ dad would have been like that.

"Peyton," Norman started, and I tried not to jump as I was distracted from my thoughts.

"Sir?" I offered a chagrined smile, rubbing at the back of my head. From behind his dad, I could see Harry rolling his eyes at me, grinning. I'd have made a face at him, but his father was looking right at me.

"I have to return to OsCorp now, but, if you'd like a ride home," he offered, "you could come with me, and my driver will drop you off afterwards."

"Hey, you don't have to twist my arm, Mr. Osborn," I joked. "Thanks!" Of course, I could get home faster on my own, but who didn't like a ride in a limo every now and then? I glanced back to Harry, who was looking a little put out.

I felt a fresh pang of guilt for running off and leaving him, but I knew MJ would be by later, and… well, I had somewhere else I needed to be. _Really? There's some place more important than with your best friend who's in the hospital?_ my mutinous mind demanded, and I squashed the thought. As hard as it was to swallow… it really was important for me to work with SHIELD. That way I could prevent things like this from ever happening again.

"Bye Harry," I offered at last, giving him an apologetic look. "Feel better, okay?"

To his credit, he gave me a smile in return. "That's the plan. Later, Petey."

I gave him a little wave as I headed towards the door with his father, who nodded and gave a simple, "Harry," as way of farewell. Then I had to chuckle as the door closed, because I saw when Harry glanced back at the books I had left with what could only be described as disgust. At least if he was focusing on that, he wasn't too disappointed with me for leaving. _If only I could tell you the truth, Harry_, I thought wistfully.

As though he could read my mind, Norman suddenly asked, "You know, it's the strangest thing, Peyton… those villains seemed to think Spider-Girl goes to your high school. Do you know… anything about that?" I tried not to stumble or let myself look alarmed. Apparently, I succeeded in looking confused more than anything else, since Mr. Osborn went on. "I only ask because, if it were true…" He glanced back over his shoulder, towards Harry's room, before turning his gaze back on me. "Well, it's already put all of you in danger once. I don't want it to happen again."

His voice grew steely on that last sentence, and I didn't have the chance to feel another round of guilt because I was too busy shivering. I tried to joke to cover up my anxiety. "Heh, yeah, I think I remember someone in red and blue spandex sitting next to me in Spanish!" Norman just stared at me, looking either baffled or annoyed and I wasn't sure which, so I sheepishly amended my answer. "Ah, no sir, I've… I've never heard anything like that. Wish I had," I added softly.

"Hmm… Well, keep an ear out," he instructed me, and I had to fight the urge to smile at the irony. "Frankly, I'd like to talk to Spider-Girl." At my worried look, he brushed off my concern. "I'm certain she meant no harm… No, I'm certain she's as interested in keeping the populace safe as I am," he mused.

"I'm sure you're right," I agreed after a moment. Something about Mr. Osborn's tone seemed… I don't know. Strange. And it'd probably be too much of a risk to speak to him in costume, I reflected. Not that we spent a whole lot of time around each other, but Norman knew me well enough that there'd be a risk he'd recognize me.

_And my secret identity's been outed enough for one week, thanks_, I thought dryly. But by then we had reached the lobby of the hospital; Mr. Osborn's driver was holding the door of his limo open, and I was determined to enjoy myself for the ride home.

After all, I was certain my day was going to get a lot more frustrating, very soon.

* * *

"What do you mean, you _broke it_?"

"I didn't say _I_ broke it," I protested as Fury held the SHIELD web-shooter up to examine it. "I said _it_ broke."

"And what exactly were you _doing_ when 'it' broke," he returned sharply.

"I… was… well, okay, I was trying to pop it open to look inside," I was finally forced to admit. "But if it was well built, it _shouldn't_ have exploded from me just opening the casing!" I suddenly thought of a point I was certain he couldn't argue with: "What if it that had happened on a mission?"

"'Mission'?" he quoted back at me. "You don't need to worry about 'missions' for a _while_," he returned, a little too dismissively for my liking. My protest was cut off by him snorting. "Months of development, and it only took you _one day_ to break it."

"Well I also had a screwdriver," I snarked back. The look on his face informed me in no uncertain terms that my humor was _not_ appreciated. "I was just trying to figure out how it worked!" I insisted. "Like, y'know, how to refill the web fluid or…"

He held up the device in question, as though I hadn't spent a couple hours last night looking the thing over. Most of the webbing had dissolved by this point, but there were still rather large globs around the seam, and— undoubtedly— within. Needless to say, it wasn't working at the moment. Luckily, the Helicarrier had been in a better position today and my own web-shooters had been up to the task of getting me there.

"Did you _miss_ the refilling port on the back of it?" Fury was asking, voice as dry as sandpaper.

…Actually, I _had_ missed that there was any sort of port on it, but I quickly countered with, "Well how was I supposed to know that? And that doesn't tell me _how_ it works, or how to fix it—"

"It's not your _job_ to fix things like this."

Director of SHIELD or not, I drew myself up at that, my hands on my hips, and I imagined I looked rather haughty… or at least as haughty as you can in a red and blue, full-body leotard.

"I am _not_ using anything that I can't take apart and see how it ticks. _I_ made my own web-shooters," I reminded him crossly, pointing to my chest. "_I_ keep them in good repair." I then gestured sharply with my hand. "I do _not _need some tech support guy to run my equipment for me!"

…Okay, maybe it was more of a matter of pride at that point, but we _were_ talking about my web-shooters here. Besides the lenses of my mask, they were really the only piece of technology I used as Spider-Girl, and I needed to know I could rely on them.

I expected to get some sort of angry or annoyed reply at that, but after a moment, Fury's expression seemed to shift into one of… begrudging respect? …Nah, I had to be seeing things. Without warning, Fury tossed the web-shooter back at me, and I caught it in one hand… before wincing, holding my hand open. The web-shooter still stuck to my palm.

"Follow me," Fury instructed, his tone brooking no room for argument, and I jogged to catch up as he headed for a nearby corridor.

"…So, where're we going?" I asked after a moment. I could see Fury's gaze slide over to me, but didn't deign to answer. "More tests?" I hazarded, sounding less than enthusiastic.

"Nothing so easy," Fury rumbled, and I pulled a face. _Easy?_ "Now the _real_ training begins."

"_Spec-tacular_," I deadpanned, drawing the word out. "But," I went on, forcibly cheerful, "I'm sure every day's an adventure, as an agent of SHIELD!"

"_Agent?_" Fury snorted, giving me that 'who do you think you're kidding' look that I was growing to detest. "You're barely a _newbie_." I had my mouth open to hotly protest that when he stepped up to a door and ducked his head to a retinal scanner.

'**ID confirmed. SHIELD Director, Nick Fury,**' a computerized voice announced. I noted with a grimace that it was the same voice as the one that had announced the 'intruder alert' two nights ago.

"Get in here and don't touch anything," Fury instructed. I scoffed.

"Why would I want to—" This time I cut _myself_ off with an awed gasp. "_Sweet!_"

Fury rounded back on me. "Don't. Touch. _Anything_," he reiterated.

My answer was somewhat distracted as I took it all in, and I gave him a half-hearted wave. "Yeah, yeah, no touching… Just, _wow_."

The first thing I had seen was a huge robot, or was it powered armor? But just past that, there were agents in smaller armored suits (that looked suspiciously like the ones I had torn up yesterday, which gave me an awful mental image). Another man was leaping off a balcony, and I had to check my instinctive movement to leap over and catch him. It was a good thing I did, because he spread his arms, and glider wings that looked like they were way too small instead allowed him to drift safely down to the floor.

"Awesome!" I breathed. I honestly couldn't help it; I was totally geeking out. I'm kind of surprised that Fury didn't start pulling me along, because I was lingering so long to try and take it all in.

We passed by yet another powered-armor test, this time for one that seemed to use mechanical arms, to… huh. To spider-climb up a wall.

…I guess that's a little more impressive when you _can't_ do it all on your own.

"Spider-Girl." Fury's call didn't really have to vie for my attention on that one, so I went ahead and trotted the last few steps over to where he was waiting next to another man. Fury then gestured to him. "Our resident tech genius, Doctor Curt Connors. Doc, meet the new kid."

Dr. Connors had been bent over a console, but he then glanced back over his shoulder, and straightened when he saw me approaching. He looked friendly enough, so I went ahead and extended my right hand to shake, adding oh-so-humbly, "Always glad to meet a fellow genius."

Which was right about the point where I realized, there was no arm sticking out of Dr. Connors' right sleeve.

"Ah— I-I— uh—"

Connors suddenly burst into laughter, and slid his hand out of his sleeve. "You'll have to forgive me Spider-Girl, just a prank I play on all the new recruits," he admitted with a smile, seizing my hand and shaking it.

"H-heh, no problem," I offered, still stammering a little from embarrassment. Even though I'd been flustered, it soon faded, and I quickly decided that I liked this guy. Heck, he seemed to be the first cheerful person I'd run into on this boat. "Nice to meet you, Doc," I went on, a little more confidently.

"Oh no, the pleasure is all mine," he insisted with an infectious smile. "I have to admit, I'm somewhat of a fan of yours. I've followed your career closely. Very impressive," he added. Oh yes. I _definitely_ liked him. "You know, you have a remarkable set of powers… in particular, I'm fascinated by your unique adhesion abilities," Connors was saying.

"Actually, the technical term is, 'stick 'em powers'," I broke in, but the joke fell completely flat, prompting an awkward pause where Connors blinked at me and Fury just gave me a droll stare. "Uh, never mind," I muttered.

"…Well, anyhow— even before Director Fury approached you about joining us, I've had my R&D team working on an array of 'Spider-Girl inspired' weaponry," Connors continued as though I hadn't interrupted. "I'm interested to hear what you think of them," he added for my benefit, giving me another optimistic look.

I couldn't help but smile at that, but then had to turn and give Fury a wry look. "_More_ bribery?"

"You kept the web-shooter," the SHIELD director returned pointedly, and my smile melted.

"Yeah, well I figured it'd be good to hold onto in case anyone feels like dropping me out of the _sky_ again," I sniped back. Meanwhile, Dr. Connors was just watching the two of us, a hint of amusement in his expressoin.

"Actually, that's the main reason we're here," Fury started again, turning back to Connors. "The web-shooter is in need of some _repair_." I refused to look at Fury, though I could feel his stare boring into the side of my head.

When Connors turned to look at me, though, and asked, "What happened?" I couldn't help but shift guiltily as I handed it over.

"I, uh… got curious about the inner workings," I admitted after a moment.

Connors examined the web-shooter for a few seconds, before giving me a reassuring smile. "No harm done. It'll just need to be cleaned out. Looks like the main feeder line got dislodged, that's all." I perked up at that, which he seemed to notice. "If you'd like, you can assist me with the process," he offered.

Before I could jump up and down, shouting _Yes!_, Fury cut in. "Spider-Girl has other things she needs to be focusing on right now."

I shot Fury a dirty look, but Connors just smiled affably, and returned, "Of course, sir." Well, I guess nobody's _perfect_. "Well, we have been working on a second one. You can use that in the mean time."

"A second one?" I parroted back, caught off guard.

"You do use two, don't you?" Connors asked with a chuckle. He turned back to the desk he was at, setting down the gummed up web-shooter and produced an identical one, which I gratefully accepted.

"Thanks, Doc!" I could see Fury giving me a hard look, and I grimaced. "I won't _break it_," I insisted, perhaps a little more petulantly than I needed to, as I placed it on my arm.

"…Oh?" Connors' questioning tone drew my attention back around. "You've been using the web-shooter out of camo mode?" He picked up my forearm and tapped a button on the device. I couldn't hide my surprise as the thing just _vanished_. Pulling my arm away, I pressed at the spot where it had been. Sure enough, my fingertip felt resistance, and I could see a slight shimmer.

"Whoa-oah… And you know," I added conversationally, trying to keep from flipping out like a total nerd, "I was _going_ to add a camo mode to my web-shooters, too, but it was one of those _luxury options_…"

Again, all I got was flat stares.

"…Which… was _also_ a joke," I added after a moment, before muttering to myself disconcertedly, "Don't you people know how to smile?"

Which wasn't really fair to Doc Connors, who hadn't been anything less than friendly to me so far. But you know me: I run on bad puns and sarcastic quips… and the response I was getting to them so far was a _little_ underwhelming.

"Oh!" I glanced up, my attention once more drawn by the doctor's exclamation. "While you're here," Connors broke back in, before hesitating and glancing over to Fury. The director nodded after a moment, and Connors looked even more excited. "There's one more thing I'd like to show you. I think you'll find it _particularly_ interesting."

I followed after Connors and Fury, intrigued about what the scientist was so eager to show me. They stopped before something that was covered with a drop cloth, and I shot Connors a puzzled look. He just gestured to it.

After a second, I reached out to grasp the cloth— hesitating as my spider sense twinged— only to get smacked right in the knuckles with an outstretched pointer.

"_Hold_ it."

"_Ow!_" I yanked my hand back, wheeling around to see a third man had joined our little group. "What the _heck?_" I demanded irately.

He barely afforded me a glance before turning to Fury instead. "Director Fury, I've never questioned your choices with the others," he started.

"'Others'?" I repeated, raising an eyebrow.

"But in this case, we are dealing with a complete wild card," the man insisted, entirely ignoring me, and I narrowed my eyes. "Daily Bugle Communications notes Spider-Girl as a _significant_ threat to public safety— huh?"

I'd already had it with this guy— while he was distracted, I had fired my web shooter and snagged the pointer right out of his hand. It didn't take long for him to find the culprit, and he gave me a dirty look while I feigned surprised innocence.

"Wha— I— have _no_ idea how that happened," I insisted while he continued glaring at me.

Fury's unimpressed look was back, before he returned his attention to the other man, and I casually tossed the pointer over my shoulder. "Spider-Girl is _my_ responsibility, Coulson. That's why she's _here_— to _learn responsibility,_" he added, glancing back at me pointedly.

The guy, who was apparently named Coulson, shot another look at me that clearly showed his opinion on the matter. I just waggled my fingers at him in a sarcastic wave. "…We'll see," was all he offered, before turning on his heel and leaving.

_Good riddance_, I thought to myself. Behind me, the sound of someone clearing their throat had me turning to face Connors once more. He looked apologetic, and that more than anything cooled my temper down. _All right, Spidey… SHIELD may be made up of a bunch of jerks, but there are some bright spots in the mix_… My attention fell once more to the covered object in front of me, and without waiting this time, I yanked the drop cloth off.

A… motorcycle?

"We call it the Spider-Cycle!" I could see Connors' expression from the corner of my eye; he was eagerly anticipating my reaction.

"Ah…" I turned towards him, feeling a little awkward. "_Yeah_… I don't know how this'd be any use to me," I started, trailing off as I saw the indignant look on the Doc's face.

"Excuse me?"

"I-I mean it's _cool_ and all," I went on, trying not to wince, "But… why do I need a motorcycle? I can get around a _lot_ easier on my own." I held up my hands in my usual web-shooting gesture.

"'Too big and clunky'?" Fury quoted back at me, and I rolled my eyes. "I _saw_ that," he added, startling me.

"What? …_How?_"

But by then Connors had recovered from my unintentional insult, and was again wearing a confident smile. "Spider-Girl— I calculate you can make it from 80th to 34th street in three minutes, seven seconds," he broke back in, and I tried to run over the numbers in my head. I mean, I'd never timed myself but… that _sounded_ about right. "Now, that's while using up what I'm guessing is fairly expensive webbing, and at maximum muscle stress."

"Um," I hedged, rubbing one of my arms self consciously. "_Maybe_," I tempered.

Fury had that infuriatingly smug look again; "The Spider-Cycle can make it in a minute and a half— if you're not scared to hop on."

I frowned at him. "Seriously? What am I, four?"

He just gestured to the bike, and I glanced at it again. Finally I let out a sigh.

"Okaaay," I agreed in a sotto voice. "I'm being open to new _things!_ I'll try it out…"

Climbing onto the motorcycle was easy. Then I found myself just staring at it. I mean, sure, I'd heard about motorcycles or seen them in movies, but my personal experience was a little lacking in that area. I started murmuring to myself, "And the starter is…" Oh! There was another holographic interface popping up, with a big, brightly colored button in the middle of it. _That looks pretty likely_.

I went ahead and pressed the button, feeling the bike thrum underneath me. Then, suddenly—

"_Yahh!_" The thing had taken off like a jet, and all I had done was turn it on! Realizing I was about to run into a counter, I wrenched my body to the side— "Whoa!"

_That_ had set me on course for a nearby door, and out into a hallway— to keep from smashing into the bulkhead, I kicked my feet off of the bike, pushing against the wall to get the motorcycle turned onto a new course. I _tried_ to stay stuck to the wall, and hopefully stop the out of control bike _that_ way, but it was moving so fast that it kept yanking me along before I could get solid footing. After stumbling a few steps, I swung myself back into the seat.

"Brakes, brakes— _where are the brakes?!_" I was yelling to myself, all while trying to steer through the maze of corridors I had gotten myself into, _without_ running anyone over or smashing into anything, all while moving at about sixty miles per hour. Let me just say this— if I didn't have my Spidey sense, it would have gotten very messy, very fast.

I couldn't find anything on the console that looked helpful and mentally kicked myself, trying to remember where the brakes on a motorcycle would be.

My eyes just about bugged out of my head though as I rounded another corner only to realize I had hit a dead end. That was when my mind decided to helpfully chime in, _handlebars!_ Frantically, I latched onto that idea and tightened my grip on the handles—

The bike rocked as a blast of laser fire came from the front— that was _not_ the brakes!— and suddenly, instead of staring at a dead end, I was staring at open sky. And before I even had a chance to react to that or leap off of the death machine I was sitting on— I rocketed straight out into the open air—

"_Ahhhhh!_"

* * *

X

* * *

**A/N: Hey all! As always, thank you so much for your awesome reviews, and for continuing to read, favorite and follow! As it turns out, I inadvertently lied to y'all— I'm sorry... It was my intention to have Spidey meet the team in this chapter (and I know a number of you have been looking forward to it), but I had been asked to pick up additional shifts this week which left me with a reduced time for writing. For the same reason, the second half of this episode will come out _next_ week, hopefully around Tuesday. Again, my apologies. I hope you enjoy Petey getting into all kinds of mayhem in the mean time. :)**

**So, this chapter also marks a first, which I hope wasn't too jarring— a shift from first person to third person. My original outline was written mostly in third person, but I then decided that it would suit the story better to be told in first person. The only problem is, that means I can't feature any scenes that don't actually have Spider-Girl present and conscious. Right now, that's not as much of an issue; I've already dropped some scenes like that. But some are harder to lose, and further on down the road, there will be scenes that I _cannot_ cut out. So, I've opted for a compromise; the story will still be told in first person, with an occasional aside in the third person. Let me know what y'all think— is there a way I could better indicate that a perspective shift has happened, or does it work okay as it is?**

**Random fact time! It's about 2.4 miles from 80th to 34th street in Manhattan and, if it took Spidey 03:07 to traverse that (which is what is written on screen, as opposed to the spoken '3.7 minutes' which is definitely not the same thing...), that means she moves at about 46 mph. Which seemed a little low to me, but then I considered, she doesn't exactly move in a straight line, since she's swinging. Also, she's probably capable of moving faster, just not of sustaining that higher speed for extended periods of time. Which means that the Spider-Cycle is capable of about 90mph. (Which also seems a little low.) We'll just assume that Spidey didn't have it throttled all the way up in this chapter. ;)**

**[EDIT: I feel like a dweeb for forgetting this, but I owe a thank you to potterfanforever! They're the one who came up with the idea of Petey cracking open the web-shooter. As you can see, the idea definitely took root in my mind, and ultimately was too good to pass up. So thanks again! :) ]**

**Anyhow, thanks, y'all! I love seeing this story take shape, but you all make it that much more rewarding.  
::DemonicK**


	6. Great Responsibility II

**Ultimate Spider-Girl**  
**[USM, Rule 63]**  
**15 July, 2014**

**Great Responsibility II**

* * *

X

* * *

"_Aaahhhh!_"

So, I was in the middle of plummeting to my death, for the second day in a row. This time of course, I was doing it with a motorcycle— which, as it turns out, was not especially helpful in midair.

…_Geez_ my life is weird.

"Okay— _okay!_ I've got this!" I told myself, though I couldn't even really hear my own voice with the wind rushing past. "I'll just pop another parachute!" I extended my right arm, firing— a perfectly straight web line that started drifting away. "What— _No!_"

Rgh, the dumb web-shooter was on the wrong setting again! Only this time, as I fumbled for it, I realized that the web-shooter was also still in 'camo mode', meaning I couldn't see it. Meaning I _also_ couldn't see how to change the setting back!

"You have got to be _kidding me!_" I demanded of no one in particular. At this point I was clinging to the bike with my legs and using my other hand to try and figure out where the stupid button was to make the thing visible again.

'_Kid!_'

I let out a startled squawk, glancing back at the interface on the bike, where Nick Fury's face was staring back at me— aw, my own in flight entertainment. Too bad I was going to die before I got the chance to use it.

"Hey, _Nick_, little busy falling to my death right now!" I interrupted, glancing towards the ground

That brought a noise out of my throat that sounded suspiciously like a squeak. Okay, I decided; I was _not_ going to have time to figure this out. I'd have to ditch the bike and _try_ to snag one of the buildings I was currently approaching at terminal velocity, and hope I didn't kill myself in the process—

'Focus! That button, with the web icon?' My eyes flicked back to the heads up display, and I saw exactly what Fury was referring to. '_Punch it_, and hold on _tight_.'

Well, nothing left to lose at this point, right? I stabbed one finger at the flashing icon on the display, and felt the bike jerk slightly underneath of me.

I was a little more distracted, though, by the web line that was shooting out from the front of the motorcycle. Then all of my organs were getting crushed as the bike's plummet suddenly ceased— a quick glance behind me revealed that there was a webline reaching out from the back of the bike too.

'That's the web track feature!' This time, it was Dr. Connors' excited voice speaking to me, as the motorcycle continued to roll right down the web line, to my amazement. 'An internal GPS and imaging system determines the best places for it to anchor itself.'

"Works great," I had to admit, but my voice was still a little strained. "But I'm running out of track!" The end of the line I was headed towards was, well… the end of the line. With a very big, very _solid_ building at the other end, just waiting for me to crash into it.

'Hit the thrust button,' Fury's calm voice informed me, and despite the imminent danger demanding my attention, I could help but resent that he was staying so calm and collected through this.

Of course, none of the buttons actually had anything _written_ on them, but I spotted one with a flame on it, and— remembering my jet powered takeoff in the laboratory— went ahead and pressed it.

"_Whoa!_" Luckily (or unluckily, depending on how you look at it) I had picked correctly, and the motorcycle's speed increased again— which blasted it right off of the line. And while I was no longer headed _straight_ for the building, I could see I was still going to clip the side of it, and I flinched, trying to tuck my leg up and away from the crash which… never came?

It was actually the realization that my spider sense _hadn't_ kicked in that prompted me to open my eyes, and realize… the bike was still driving.

On the wall.

"Ha… Ha_ha!_ _Oh my God!_" Adrenaline combined with delight, both for this newest discovery and for the fact that I wasn't dead yet— although I was certainly making a good effort at it— was making me laugh without abandon. "The motorcycle is riding on the _wall!_" I yelled, as though they couldn't see me themselves. I was too thrilled to care. "You do know this is impossible, right?"

Once more, it was Connors who answered me, and he looked rightfully proud. 'I engineered the bike to ride smoothly at any angle.' In fact, he sounded a little smug, but I had to give him that one— this was too freaking cool! 'Go on, try it again,' he suggested.

I needed no further prompting. As I reached the end of the building I was on, I again engaged the thruster and the bike obliged me by launching itself from the building to one across the street— a much, much _smaller_ building.

"Whoa!" I realized I was gonna run out of room again, and stuck one foot down, trying to halt the bike's forward momentum. I only partially succeeded, as the back tire continued to spin, skidding across the brickwork and leaving a huge black mark across the wall— also creating a horrible, burnt rubber stench that had me gagging.

By this point, I was angled downwards, and lifted my foot up, allowing the bike to speed towards the sidewalk, head first. As cool as bouncing around between buildings was, better to be back on solid ground.

"_Ahhh!_"

"Ah— _sorry!_"

Well— okay, _maybe_ the owner of the hot dog cart I had just smashed through wouldn't agree. I yanked on the handle bars to get off the sidewalk and at least onto the road, where I wasn't going to kill someone— and had to immediately yank back, since I had overcorrected and almost veered into oncoming traffic.

"I am gonna get so many speeding tickets for this," I groaned, still trying to work out where the stupid brakes were while dodging and weaving through other cars. My attention was diverted yet again as I was forced to pull a hard right to avoid driving through cross traffic

Of course, Fury decided to chime back in at that point. 'Kid, what the heck is wrong with you?'

"This may come as a surprise, but I have _never driven a motorcycle!_" My eyes went wide, seeing that I was about to head straight into a group of pedestrians.

'You _act_ like you've never driven at all!'

Suddenly, something on the heads up display beeped, and the bike began shifting underneath of me. "Huh? I— _aack!_" I clutched to the bike as it— completely on its own— seemed to change shape and _bounce_ itself over the crowd of people in the crosswalk. What? _How_— but then I was yelping again, because I was about to slam into a semi.

I tried to lay the bike down on its side and skid under— it would hurt like hell, but better to tear up my leg than smash into the vehicle, or worse, let the bike go out of control. It was still a shock, though not so great as before, when the bike's structure changed shape, splitting to where it had four wheels, held out to the side, and I was just able to slide under the semi. I didn't even have to leave any skin on the pavement, either.

With that short reprieve, I was finally able to choke out, "I _haven't_." Come on, surely this couldn't be news to SHIELD— they seemed to know my life's story, they _had_ to know I'd never had so much as a learner's permit!

'_What?!_'

"It's New York!" I countered defensively. "Who needs to drive?"

Fury's next words came out in a growl, while I was busy making another right hand turn: 'Are you _kidding me?_'

"Could you just tell me _where the brakes are?_" I demanded.

'On the _handle bars_.'

"_Where_ on the handle bars?!" Naturally, that was where I had _figured_ they were, but after accidentally blasting a hole in the side of the Helicarrier, I was a little reluctant to just start pushing buttons.

Fury let out an inarticulate sound, before answering curtly, 'Just sit tight.'

"Oh sure that's _real_ helpful!" I shot back angrily. I was about to go into a sarcastic rant before realizing, I had just made a _very_ wrong turn. This wasn't a cross street, it was a side road, and it dead ended about fifty feet in front of me; I groaned, "Oh come _on…_"

Once again, I tried to skid the bike in, so I could catch a foot on the ground and hopefully get turned around; there just wasn't enough space for me to do it any other way. Unfortunately, I misjudged the distance, and before I'd managed to get the motorcycle to _stop_ skidding, I crashed through the road closed sign—

And slid right down a dirt embankment.

"W-_whoa!_ What?" It took me a second to realize, I had fallen into a construction site, and it was absolutely _full_ of stuff to run into. "_Ahh!_" I yanked hard on the handle bars to keep from running into a pile of huge concrete pipes. Only this time, I was on dirt, with not nearly as much traction as I'd had on the road, and I slammed into them sideways, just barely getting my leg up in time to keep it from getting crushed and to try to keep from smashing the bike into it.

"_Nnh_!" It didn't work; it also didn't stop the bike, which after a moment, started blazing off again— right towards a huge metal storage container. The interface was beeping at me again, but the bike wasn't jumping like it had before— "Come _on_, you stupid thing," I urged it, before blanching— this was going to leave a mark.

My Spidey sense suddenly flared, and— understandably— I assumed it was because of the giant firey crash that was about to happen. I hopped my legs up onto the seat, finally left with no choice but to leap off and let the bike get destroyed when—

"_Whoa!_"

_Something_ seized me underneath of my arms and yanked me completely clear of the bike, and suddenly I found myself being carried through the air.

"What the—" Glancing up revealed that it was a person holding me— a _glowing_ person, with very questionable fashion sense, seeing as how it looked like he was wearing a bucket with a starfish on it over his head. "Let me go!" I immediately began to twist around, trying to work myself free; when that didn't work, I threw my head back into their gut. _That_ got a reaction.

The guy grunted, flinching, but he kept his hold tight. "Calm_ down_, preschool! _We'll_ take it from here."

"Huh?" 'We'? Looking back down, I realized I now had a very good vantage point of the scene… which was not playing out as I had expected.

There was yet another guy, who was— _whoa_. Who was lifting the storage contained _above his head_. Like it was no big deal. I mean… _I_ could do that too! But… it would have _definitely_ involved some straining on my part. Whoever this guy was, he was rocking the super strength too.

He wasn't the only one, either. The bike had passed under the storage container with no issues, but was still uncontrolled. That was when a girl leapt from the top of the container, landing neatly on the motorcycle and— my look of confusion became annoyance— got the thing back under control and slowed down in a matter of seconds. _Beginner's luck_, I insisted in my mind.

A third guy was standing there, and put a foot up to halt the front tire of the bike as it rolled towards him. That was when the thought occurred to me— they were all in costume. And at least _some_ of them had super powers. "Who the heck…" I muttered under my breath, caught off guard.

By now, my un-wanted rescuer was finally bringing me back down towards the ground, and I rolled my shoulders, breaking his grip to fall the last few feet on my own. I mean seriously, I'm _Spider-Girl_— I don't need to be rescued from a twenty foot drop!

I supposed I owed them a thank you, but I was still a little miffed from the whole ordeal, and instead eyed them as I brushed myself off.

"Okay, so… I appreciate a hand now and then, but, I _really_ didn't need to be saved," I started, pointedly turning my gaze towards the glowing-blue guy.

"Clearly," the one girl in the group deadpanned, and I shot a look at her as she slid off of the bike.

"…Yeeeah. So, _who_ exactly are you guys?"

The one in the green costume with a yellow mask stepped up first. "Iron Fist," he offered, holding up his hand, which began to glow yellow. What was it with these guys and glowing? "Kung fu master, with fist of—" He smashed his hand into the ground, causing me to hastily throw up my own to keep debris from flying into it— "Well, _iron_," he finished sardonically, and with a smile. He then placed his fist in his opposite palm. "Namaste."

For once, I wasn't quite sure what to say to that, although my eyes went wide and my eyebrows went up.

The girl took advantage of my silence to break in: "White Tiger. Acrobatic ninja with steel claws and cat powers." Her costume was full body, almost entirely white with grey stripes around the shoulders and torso. She also held up a hand to show off the claws at the tips of her fingers. And I supposed those things on top of her head were supposed to be cat ears? The girl also had a ridiculously long pony tail sticking out from the back of her hood, which I frowned at.

She then gestured to the teen beside her— because, I was starting to realize, these guys couldn't be much older than _I_ was— and started, "The big guy here is Luke Ca—"

"Power Man," he cut in. The other three just regarded him blankly. "If she calls herself 'Spider-Girl', then _I'm_ calling myself _Power Man_," he insisted, crossing his arms. "Super strength and bullet proof skin," he went on smugly, turning his attention back to me.

"…Okay, 'Power Man'," the girl— White Tiger— responded, clearly holding back laughter, wheeling the bike towards me.

"_Aaand_ I'm Spider-Girl!" I cut in unnecessarily, then immodestly added, "I'm sure you've heard of me." I jerked my thumb towards the flying guy. "I've already met Captain Bucket-Head there, so if we're all done with introductions—"

"The name's _Nova_, creep," he interrupted, clearly annoyed, and I smirked under my mask.

"'Nova Creep'," I mused, putting a hand to my chin, "Well that's certainly a _unique_ name—"

"_No-va_," he repeated, emphasizing the two syllables, and I was tempted to play out the whole 'Tarzan and Jane' scene by doing the same, but he didn't give me the chance. "The human rocket!" he declared, hovering higher as his glow got even brighter.

"…Ooo-_kay_," I started, still eyeing them as I took the bike from White Tiger. "Well, this has been fun, but now if you'll excuse me, I have to get this bike back to HQ," I casually explained; "Y'see, I'm with SHIELD now."

That didn't get the reaction I had been looking for. In fact, they were all grinning— rather smugly in 'Nova Creep's case.

"Small world," Power Man finally offered, cracking his knuckles and raising one eyebrow. "So're we."

I just stared.

"…_What_."

* * *

"No— _no way!_ I never signed on to be part of a team!"

My finger was pointing accusingly at Coulson, since he was the only one currently available for me to rail against.

Me, and the Spider-Cycle— and the _pep squad_— were all back on the Helicarrier. Naturally, since I _wanted_ to talk to Fury for once, he was no where to be found. Meanwhile, I was stuck with _Coulson_. The 'team' was sitting nearby, and alternately looking bored or annoyed with the debate that was going on; I didn't particularly care how _they_ felt about it, though. _I_ was the one being shanghaied into this!

"It's not a team, it's a _program_," Coulson was insisting. "If you'll just let me explain—"

"Oh _no_," I interrupted, gesturing widely. "I don't need Spidey sense to see where this is going! And, _nuh-uh!_" I brought my two hands down in a slashing motion.

"_What_," Nova challenged. "Are you _too good_ for us?" he asked, voice dripping with sarcasm.

"_Well_," I started pointedly, and he flared up, ready to snap back.

Coulson cut in before a fight could break out. "Each of them has been highly trained, _by SHIELD_." He eyed me, and I just crossed my arms.

"Uh huh." I gave the other four teenagers an unimpressed look. "And, _who_ are you guys again?" All four of them look rather incensed that I apparently hadn't been paying attention, and I quickly held up a hand. "No, no, we did the whole 'introduction sequence' already!" I insisted. "I _mean_… you've got the powers, the nicknames, the costumes…" I gestured to each of them in turn, only pausing when I got to Nova. "He's got a bucket."

"It's. A. HELMET—"

"Are you supposed to be superheroes or something?" I cut him off again, leaving the light bulb seething at me.

The others weren't looking too happy either. Power Man raised an eyebrow. "What do you mean, 'supposed to be'?" he challenged.

I just gave all of them a flat stare. "I mean, I've never heard of you. Like, who have you fought? What have you done?" I prompted. "Taken down super villans? Mixed it up with street thugs? …Rescued kittens out of trees?" I couldn't help snarking.

Coulson was the one who answered me, though. "They haven't had field experience. _Yet_."

I started at that, then quickly broke free of my shock, holding both hands up. "_Whoa_, whoa whoa whoa whoa, wait— _what?!_ They have _zero experience?_" I demanded incredulously, gesturing to the other four 'heroes'.

"_Hey_," Nova tried to cut in, but I wouldn't let him.

"And you called _me_ 'preschool'!" I scoffed. "That makes you, what, 'daycare'?"

"Knock it off— _both_ of you!"

The sudden presence of a new and commanding voice stopped both Nova and I in our tracks, and I turned to see Fury walking into the room, eye narrowed. Nova and the other three immediately looked contrite; Coulson just looked relieved.

"He started it," I muttered rebelliously.

Fury gave me a _look_. "Are the two of you going to fight over lunch money," he asked voice dripping sarcasm, "or are you going to shut up and listen?"

I frowned, but kept my mouth shut.

Fury gestured to the four costumed teenagers. "The team's time has been spent in training, building up the base that you don't have," he started.

"Hah!" I glared at Nova, but it was Fury's quelling glare that silenced the boy, before he turned back to me.

"_But_— you're right," he allowed after a moment. "They _don't_ have real world experience, which you _do_." His tone grew less harsh. "As much as SHIELD has to teach Spider-Girl… I think you have just as much to teach them," he added, nodding towards the team.

I glanced over at them. All four were wearing various degrees of mutinous looks, although Nova's and White Tiger's were by far the worst. "Uh huh," I replied dryly, not convinced. I then started as Fury placed a hand on my shoulder.

"I don't just want you to _join_ the team," Fury said, quieter now. "_Eventually_… I want you to lead it."

_That_ got reactions from the other four, who were shouting and protesting and insisting that Fury couldn't be serious! It was a little lost on me, as I just stood there, taken aback and trying to process.

"…No."

I hadn't shouted, but it only took a few moments for the room to fall silent as all eyes turned to me. The teens looked baffled, and Coulson's brow was furrowed. Fury was just staring at me, one eyebrow raised.

In contrast to how serious I had been two seconds ago, when I spoke again, it was mockingly: "I'm not in the market for sidekicks, although, I appreciate the wide range of models that you're offering!" I finished cheerfully, noting from the corner of my eye, that Nova was trying to lunge for me, only to be held back by his teammates.

Fury's eye never left me. "Spider-Girl."

"I'm not joining a team," I insisted, humor gone from my voice once more. "That's that."

It fell silent again, and after a moment, I pulled the SHIELD web-shooter from my right arm, holding it out to Fury.

"Keep it," he answered neutrally. I raised an eyebrow. "Who else is going to use it?"

I only paused for a moment before shrugging and placing it back on my wrist. "Well, it's been… interesting." I touched my temple in a fake little salute, before turning to walk out.

From behind me, I could hear White Tiger rejoicing: "_Yes!_ I won the bet! No toilets for me!" Gritting my teeth, I increased my stride, too relieved when the door slid shut behind me.

I wasn't far down the hall when I heard the door open again, and I could clearly hear footsteps pacing my own. I frowned, but pretended I didn't notice, pausing only when I came up to the elevator. I tapped the button on the wall, but I was still forced to wait. Meanwhile, those footsteps grew closer, until Fury stopped right beside me. I looked away, ignoring him, and he said nothing.

A few seconds later, the elevator dinged, and the door slid open— Fury stepped inside. I could see him giving me an expectant look.

"…I'll take the next one."

Fury just reached over and pressed what I knew was the 'hold' button on the inside wall. I glared at him, and he stared at me levelly.

This went on for a few moments, before I finally let out an annoyed sound, but then stepped in. Fury released the button, and the doors slid shut. I kept my gaze steadily forward, refusing to look at him.

"So. You're leaving."

"Yup."

The elevator fell silent again. Then, apparently deciding I wasn't going to be talkative, Fury started again. "You know, I get it."

I rolled my eyes, scoffing. "I seriously doubt—"

"You won't go out with an untried team, because you don't want to be responsible for them." Fury's blunt statement had me taken aback, and I wanted to protest, but… I couldn't, and I deflated a bit.

"…Maybe I don't have all the training they do, and… maybe, I haven't been doing the best I can," I muttered, glancing away. I rubbed one elbow with my opposite hand self consciously. "But I have survived," I insisted. "For over a year now! …And I've taken a lot of punishment over that year," I admitted quietly.

"You've gotten your butt handed to you," Fury agreed. My head snapped back around at that.

"I was just going to leave it at _'a lot'_—" I defended indignantly, before cutting myself off with a sound of exasperation and shaking my head. "My _point_ is— I can _handle_ that." My voice had grown quiet once more. "If I have to put my own life on the line, I can. But I can't be responsible for _theirs_," I went on, a little stronger, and gesturing towards the door of the elevator.

Like I was some kind of Jedi, the elevator chose that exact moment to come to a halt and open the doors, and I was hit with a flood of relief, quickly stepping out and away from the far-too-earnest discussion within.

I had only made it a few steps when Fury's voice caught up to me. "I know you feel like what happened to your uncle was your fault."

That right there was enough to halt me in my tracks, and I froze, trying to shut out the thoughts that had been insisting _exactly_ that.

Fury seemed to realize he had hit the nail on the head, and he stepped out after me, again placing a hand on my shoulder. This time, I flinched. "After a certain point, it's okay to forgive yourself," he insisted gently. I still didn't respond or turn, and he continued to press the issue. "Spider-Girl— each one of those heroes is just like you. At a crossroads. They could _use_ guidance from a kid who's been at this a while."

"L-look, Nick," I started, finally turning to face him— I was trying to sound nonchalant and hating myself for the way my voice wavered. "They all seem cool. Even the glow stick… And that's _why_ I'm saying no," I continued to defer.

Fury wasn't so easily deterred, though. "I wouldn't have made this offer if I didn't see potential in you, and all four of them, to be the next generation of great heroes, the next _Avengers_. …They're willing to give you a chance. Will _you_ give _them_ a chance?"

He held my gaze, and finally, I had to break it off, letting out a breath and ducking my head. "Sorry," I answered quietly. I was rubbing my arm again, and my hand bumped into the top of the web-shooter. Fury had said to keep it, but… I pulled it off and tossed it to him, who caught it in one hand. Better to have a clean break, I told myself. Besides, I couldn't even refill the stupid thing, so…

I realized that I was stalling, and took another breath, before bringing my hand up to my neck. "Look, I'll… work on the collateral damage thing," I offered, a little lamely. And then, without anything further, I turned and walked away.

This time, no one followed.

* * *

I had _hoped_ it would be an easy, clean break. But the following afternoon, I still couldn't get it out of my mind, even in the middle of my patrol.

I was perched on the side of a building, staring out at the city but not really paying attention. Instead, I just kept going over what happened yesterday. Had I made the right decision? After all, there was a _reason_ I had gone to SHIELD. I winced at that reminder— Harry had gotten out of the hospital today, but he still hadn't been at school that morning. I'd brought him his homework again, and he made faces and we both laughed over it, but… it had felt pretty hollow for me. I mean, he was okay now, but… what if he hadn't been?

I scrunched my eyes shut. _No, don't think like that_… Still, it was true. It was my fault Harry had gotten hurt… but wasn't Fury putting me in the exact same situation? Trying to put four other kids under my responsibility… under my _authority_— and despite myself, I had to chuckle dryly at that.

Fury had said they were willing to give me a chance. I think he needed to survey his troops again on that one. There was no _way_ that group would have been willing to let me be in charge. And, I reflected, sobering a bit, I didn't want to _be_ in charge.

I had always worked alone. And— yeah, I had made a really bad mistake. _Not the first time_, a dark voice from within my mind reminded me, and I closed my eyes again.

Well, I _learned_ from that first mistake. And I _would_ learn from this one too. Maybe I had just gotten lucky, but… I wasn't going to look a gift horse in the mouth. And I wasn't going to try and lead a bunch of teenagers into battle, superpowered or not.

"I made the right call," I insisted to myself out loud, sounding confident. And yet, there was still a part of me that wasn't quite convinced.

My deep thinking was suddenly interrupted by the feeling like someone had snapped a rubber band in the back of my brain— I stiffened up, eyes darting all around— what had triggered it? There was nothing approaching me from any direction—

But then I realized— _idiot, you're sitting in front of windows!_

Even as I was starting to twist around, the glass behind me exploded with a sonic pulse, and I was blasted completely off of the building.

"_Ungh!_" I smashed into the rooftop of the adjacent building, rolling to a halt. With a groan, I started to push myself up, but then had to flop back down for a moment.

Hey— super strength and endurance I have in _spades_… Unfortunately, that doesn't necessarily translate into super _pain tolerance_.

Still the extra seconds were enough time for me to collect myself, and I tried again, this time successful. They were _also_ enough time for one of my attackers to make their entrance by leaping down from the higher building and _onto my chest_, causing me to let out another choked grunt of pain as my head and torso slammed back into the roof.

"_Thundra?_" I managed to get out, trying to convince my lungs that, yes, they really needed to keep working.

"Stay down, _bug_," she returned with a predatory smirk.

By then— "Klaw?"— he had to have been the one who'd blasted me through the window— had managed to get down to the rooftop I had so-gracefully crashed into, and a moment later, their last companion floated into my field of view.

"And the Wizard," he announced smugly, as though the 90's music video get up wasn't a dead give away.

"Oh hey," I mused cheerfully as though this was nothing out of the ordinary, though there was a hint of strain in my voice, probably caused by the woman standing on my chest. "It's the Frightful Four-Minus-One! Missed you guys."

"We won't miss _you_, Spider-Girl," Wizard replied, and I wondered if super villains had to practice that evil smile of theirs before they were allowed to start wearing a costume. They were all so good at it. "Time for round two," Wizard declared, breaking off that train of thought.

"Nah, that's all right," I deferred, waving them off. "I already kicked your butts in front of a bunch of school kids, so I think we're good."

"I think you overestimate your chances," Wizard replied, unfazed by my dismissive attitude. "Even though we lack a fourth member, there are still three of _us_… while _you_ are ever the loner." The cruel grin on his face promised all sorts of nasty things that I'd really rather have no part of.

"Oh, good, you do know basic math!" I joked to cover my anxiety. "I was afraid I'd have to school you in that too."

"Joke all you like, Spider-Girl—"

"Always do!"

Wizard sneered, while Thundra just ground her foot into my chest, making my grunt again and flinch. "We'll see who's laughing when we're done with you," he promised, pulling out one of his anti-gravity discs and tossing it at my chest, and Thundra stepped back.

"Whoa!" Despite myself, I flailed a little as I began to rise into the air. Okay, free-fall was one thing, but weightlessness was something _totally_ new to me— and, as I was starting to realize as I futilely tried to get turned around, totally _different_.

Before I had a chance to figure it out, Thundra had slung that chain of hers towards me, and it wrapped around my ankle. Apparently the anti-gravity thing gave her absolutely no trouble, because she just _yanked_, and flung me straight into the closest brick wall, making my call out in pain _again_. She pulled again, and I slammed back into the roof.

But that was all I needed— I had my feet on the ground, and with or without gravity, I was staying stuck there—

That was, until suddenly there _was_ gravity— just going in the wrong direction, and _way_ more intense than it should have been. Between the overwhelming force and the sudden bout of vertigo I got as the ground became the sky and leaving me feeling like I was gonna fall off the earth, I let go, and suddenly I was dangling from the chain again— or, floating in the air, I guess, from their perspective.

Okay, this thing was coming _off_. I reached for the disc, which was right there on my chest, and— and… rgh, I couldn't get it off! I could get my hand on it, and even start to pull it away— but the harder I pulled, it seemed the harder it resisted, and it would, without fail, stick right back to my chest. Even with all of my strength, I couldn't get the thing loose. Seeing my vain struggle, both Wizard and Thundra began to laugh, and I grit my teeth.

So, the gravity was still too intense, and maybe my sense of equilibrium was off, but I was also used to hanging upside down. This wasn't quite the same, but I quickly managed to adjust, now glaring at Thundra.

"Alright, _Barbarella_," I grated, aiming my web-shooters. "You asked for it!"

I depressed the triggers on both shooters, causing webbing to spray out, and… float around… "W-what?" I wondered out loud, taken aback. That never happened before!

"Your webbing is caught in the same anti-gravity field that _you_ are," Wizard informed me, seeming to relish the opportunity to taunt me with that fact.

Frustrated, I twisted my wrists to cause the mechanism within to sever the web lines, and irritably pulled at a piece that had drifted too close and gotten stuck to me. "You know, this stuff isn't cheap," I pointed out irately, unable to come up with anything else. My mind was racing, trying to figure out— wait, that was it!

Maybe my _webs_ couldn't get out of the gravity field, but I already had an anchor point. I angled my head to glance at Thundra and smirked. "Hey, Red!" I called to get her attention.

Thundra glanced back up at me, looking smug; I kicked my leg up, pulling against the chain that was still wrapped around my ankle— that gave me just enough momentum to seize it with one hand, and I pulled with everything I had.

Thanks to Wizard's anti-gravity field, it didn't yank the chain out of Thundra's hand— instead, it launched me and my fist right into her face, wiping that superior smile right off of it.

The blow staggered her, but before I could fumble my way towards the roof, where my own powers could keep me in place, Wizard shouted, "_Klaw!_" and the sound-based villain obliged him.

I was hit with another blast of sound— not enough to move me, but intense enough to be painful, and I clutched at my ears again. Augh, and I had just started to be able to hear things on the left side again!

The chain was pulled away from my ankle, removing that option of escape. Then Wizard raised his arm as well, and a beam of energy joined Klaw's stream of sound, and without meaning to, I began to scream. Now it wasn't just my head feeling like it was going to explode, my nerves all felt like they were on fire! My eyes were clenched shut, but even so, I could feel myself about to lose consciousness— the burst of adrenaline from panic helped stave it off, but only for a second. If I got knocked out—

One last desperate idea came into my mind, and left with nothing else— I managed to choke off my own screams, going completely limp. It took more effort than I had realized, to _not_ respond, and I was certain I was about to flinch again, when it all suddenly stopped.

"She's out," Klaw announced.

I could have cried in relief, but I had to stay completely motionless. Suddenly, gravity was working again and all of my limbs slumped back in the correct direction, though I was still hovering off of the ground.

It was a small blessing that the eyepieces of my mask were one-way reflective lenses, which would keep them from seeing that my eyes were open. Still, I could only see so much with my head hanging limply— though I didn't miss when Wizard floated right up to me, and I _definitely_ didn't miss when his hand wrapped around my throat.

He didn't bear down, though, simply lifting my chin, tilting my head to one side, then letting it fall. "Good," he commented lightly. "Less trouble to bring her to our client."

Wait—_what?_ 'Client'? The Frightful Four were trying to _capture_ me? I mean, I guess that was better than them trying to kill me, but _why?_

Okay, I needed to regain the advantage, and I needed answers. Time to drop the act.

I lifted my head, startling Wizard. "_Psyche_," I taunted in a sing song voice— then as he raised his arm towards me, I grabbed it, and planted my right foot squarely in his face.

Only for Wizard to go flying and for me to tumble backwards, still in midair— what? No! That wasn't what I wanted! I'd intended to hold on to Wizard, using him as a shield and hopefully bluff them into giving up some information. Or at least getting this thing off of my chest. It was then that I realized, Wizard's glove had slipped off of his arm, and that's what I was left holding.

Righting myself, I tried to cover my flustered reaction; maybe I could bluff them anyways. "So, tell me more about this 'client'… Who hired you?" I demanded coolly, muscles tense and ready to strike… y'know, if I could actually reach any of them. The effect was probably somewhat diminished as I slowly started rotating backwards.

Needless to say, they didn't buy it. "I preferred her _unconscious_," Thundra growled instead; she began to stalk off, and it took me a moment to realize, she was headed for this building's water tower.

I watched her uneasily, before letting out an anxious breath— it only took her one leap to reach the top of the tower, and she immediately started prying the roof off, before lifting it over her head. My eyes got even bigger, and so did her grin— we both knew there was no way I could dodge.

Thundra heaved the huge piece of metal towards me, and all I could do was flinch, throwing my arms up to protect my head, when— there was a loud clang, followed by Thundra shrieking, followed by a _crash_.

My eyes shot back open just in time to catch— what the heck, was that that one kid? Whatdidhecallhimself… _Power Man?_

A white blur above me had me looking upwards again, only to see the cat girl falling straight towards me— and I let out another breathless grunt as she landed right on my diaphragm.

"What are you guys doing here?" I managed to choke out, about an octave too high and flushing from embarrassment under my mask. "I had them on the run!" I insisted.

"Except for the part where you _didn't_," the girl— that was her name, White Tiger— shot back, before holding up a hand full of razor sharp claws. My eyes got even wider at that and, I will admit, I flinched as she swiped at my chest.

And to her credit— they sliced cleanly through the anti-grav disc and nothing else. I had about half a second of admiration though, because then I was flopping to the ground as she nimbly jumped off of my abdomen.

The villains weren't about to give me a reprieve, though, and my spider sense twigged; "Move!" I shouted, grabbing one of White Tiger's arms and shoving her, right before another one of Klaw's sonic blasts hit the ground where we'd both been standing— it still knocked both of us off our feet, but I can tell you from first hand experience, it's not nearly as bad as a direct hit. Even as I fell to the ground, I had a hand under me and another outstretched, firing a web to yank myself clear.

Meanwhile, Power Man had picked up the roof of the water tower and was slinging it towards Thundra, who was scrambling back to her feet. "You dropped this!"

But either he had underestimated how strong she was or how fast— Thundra managed to not only catch the blow, but then pivoted at the hip, slinging the roof _and_ Power Man around. He lost his grip and went flying into the water tower, completely smashing the supports out from under it.

No sooner than I had managed to land on the wall above the tower, it collapsed, sending a rush of water across the roof that swept Thundra right off, screaming the whole way.

I sprung from the wall, out over the wave of water, and crossed my arms in front of me, aiming my web-shooters in opposite directions. One stuck to the lip of the building— the other tagged Thundra in the foot, yanking her to a sudden stop. I braced myself, trying not to flinch as I swung back against the wall and got thoroughly drenched by the remaining cascade of water.

Once most of it had passed, I shook myself off, and looked down to make sure Thundra was okay. Yup, still dangling from my web, and still moving, so that meant she was conscious.

Not the best way to catch a falling person, I'll admit, but Thundra was durable enough that I wasn't too worried. Also, she was angry enough that I _really_ didn't want to catch her by hand. In fact, she was glaring up at me even then, despite the fact that I had kept her from snapping her neck on the ground fifteen stories below! …Probably. I mean, I suppose it's entirely possible she could have survived that fall— _I_ could have survived it— and, all of a sudden, her glare was turning to fear? Huh?

My spider sense went off again, and I glanced up; I imagine my expression looked pretty similar to Thundra's at that point.

The wave of water had washed the tower's roof up to the edge of the building, and it was beginning to slide over. And it wasn't just me and Thundra in the way— there were people on the street below us.

I started to swing us back and forth, using Thundra as a giant pendulum to gain momentum— a job she was not terribly happy to be filling— and managed to get us out of the path right as the roof began to tip over.

I slapped the web holding Thundra to the wall, shooting two more towards the falling roof— I leapt across the street to the opposite building, firing another web and anchoring it there, then firing a _third_ set of webs even as I jumped back across. By this time, the roof had fallen past my level, and I could hear the gasps and even screams of the people below me.

My feet struck the building I was aiming for just as the weight of the roof started to yank me downwards, and I curled my arms, holding the webs as tightly as I could.

There was a slight _twang_ as the webs went taut, and I strained slightly against the ones I held, before the tower's roof came to a halt— well above the street level. Only then did I allow myself to sigh with relief, and stick those webs on the building as well. I then shot a line at the roof, ready to swing myself back up.

As I neared her, I could hear Thundra cursing me, saying, "You _miserable little_—"

I shot another burst of web at her, and it sent her spinning, just enough to get her arms nice and tangled up— and to cover that dirty mouth of hers. I paused next to the 'Femizon', smirking and with my chin propped on one hand. She narrowed her eyes, and I poked her in the nose; "_Language,_ Thundra," I chided.

The started up a muffled tirade of things that I'm sure were all kinds of vulgar, but I just chuckled, web slinging my way back up to where the fight was.

Apparently, just in time, too— Power Man had ended up with one of the anti-grav discs on him as well, and was currently hovering out over the edge of the building. "You better not!" he called out to, I'm assuming, Wizard.

That was when Nova— yeah, much as I'd like to, I couldn't forget _that_ one— decided to show up, and zipped by. He fired a burst of energy at the disc on Power Man's back— _apparently_, without thinking about what that would do! My eyes went wide, and Power Man shouted in fear as he began plummeting towards the ground—

I didn't need an invitation— I dove for the falling boy, once again firing a double set of webs. As soon as the webbing struck his hand, I could hear Power Man shouting, "Oh, _yeah!_" and I rolled my eyes, somewhere between exasperation and being pleased at his gratitude.

No reason to leave Power Man hanging, though; I hauled with both arms and slung him back up towards the roof.

Getting back up there myself, I found that the other teenagers— the other heroes, that was— had kept the fight going …with mixed results.

Lite Brite was busy with Wizard, and when the two fired their respective energy blasts at each other, it created a large explosion that my eyes and _particularly_ my sore ears did not appreciate. As I lowered my arm from shielding my face, though, I got a glimpse of White Tiger and the last one, Iron Fist engaging the one villain left standing.

"You're supposed to be tough, Klaw!" Tiger was taunting, vaulting over one of his sonic pulses to land on his back. "You know what I think? You're just a lot of noise!" she went on, her head leaned in right next to his— only for Klaw to slam his sonic blaster into her face.

I might have winced if I wasn't busy rolling my eyes— _I_ did a lot of villain-mocking, and even I knew not to leave myself so obviously open!

Of course, that was when Klaw decided to relieve himself of his new friend and flung White Tiger… Yup. Off the roof.

"Oh _come on!_" Letting out a sound of exasperation, I shot a web at the edge of the building as I leapt off yet _again_.

I snagged White Tiger midair, one arm around her stomach, and began swinging us back towards the fight. The impact seemed to rouse her, because about half a second later, she was very awake and very squirmy.

"I can _save myself!_" she snarled, and I yanked my head back as she just about clawed me in the face.

"Except for the part where you _didn't!_" I sassed back at her— then shifted my grip so I was holding her wrist instead of her waist. I will admit, I did get a _hint_ of satisfaction when she yelped as she dropped the few extra feet. But before she could unleash on me, I shouted, "Ally-_oop!_" and tossed her back up towards the roof as she let out a cry of surprise.

I slung myself up after, in time to see her land gracefully, despite her less-than-elegant take off, while I clung to the lip of the building in a crouch.

"Okay," I announced to the four teens, who were now assembled in front of me. "_Seriously._ Can everyone just stay on the roof for like _twenty seconds?_"

"I didn't need your help!" Tiger started back in angrily, and I eyed her. "I—"

"Can save yourself, I got that," I cut her off impatiently. "You wanna save someone? Look down there!" And I pointed over the edge of the building.

White Tiger's eyes narrowed, but she stepped up, mouth open to respond… then fell silent. After a moment, the other three moved to look, and they were equally subdued.

What I was pointing at was the water tower's roof— now suspended in midair and not a danger. But the fact remained, those webs were the _only_ thing that had kept it from smashing into the bystanders below and killing someone. And from the chagrined looks on their faces, I could tell that they knew exactly what I was getting at. I went on anyways— this was something that couldn't be emphasized _enough_, chagrin or not.

"Super Hero 101: _We_ can defend ourselves. _They can't_. And _they_ are what this is all about," I pressed, before swinging my arm around to point to the crater in the roof where I had last seen Wizard go down. "_Not_ them."

The other heroes were beginning to shift uncomfortably, and I let out a quiet sigh. _Okay, Spidey, they get it…_ Still, there were too many of us up here, and I just couldn't keep my eye on all of them the whole time.

"Alright, _I_ can take care of the villains," I said at length. "Go, protect and serve!" I made a shooing motion. They all straightened up, looking a little rebellious at that, and I held up a hand to stave off their protests. "Look, if I get in too deep— I'll call for you. Okay?"

Again, no one spoke for a moment, until White Tiger turned to her teammates. "You heard the lady!"

I blinked at that, my mind oh-so-helpfully pointing out, _She called me a lady!_ But then the team was moving out, and movement to my right caught my attention.

Klaw apparently had gotten knocked to the next roof over, and I swung myself across, skidding to a landing with one hand on the ground in front of me. "Heya, shrieky. They're playing our song— wanna dance?"

That was when Wizard floated into view, and wasted no time in flinging out more of those anti-grav discs.

I was ready this time, and fired both web-shooters, this time as a spray of webbing instead of two solid lines. They caught the discs as well as any net, and I spun, taking a side step to line up my toss.

"Eight ball…" I started, before releasing my improvised bola, straight for Klaw. "Corner pocket!"

The whole mess slammed into Klaw, then bounced off— clipping Wizard in the head! "Ha_ha!_ Yes!" I crowed as he got knocked out of the air. "That worked!"

Sadly, it hadn't had the same effect on Klaw, who started powering up his blaster, but one out of two wasn't bad! Especially when it looked that cool.

I dove out of the way of the oncoming attack, only to snap my head back around as I heard a crunching sound— crap! I hadn't realized there was a jumbotron up here! Klaw's attack had just destroyed the supports, and it was started to tilt forward. I was just about to fire a web when a blue streak of light flashed by, and I just caught the shout of, "Got it!" Even so, I leapt to the edge, stomach twisting.

Below me, Nova was diving underneath of the giant tv screen, trying to stop it— but there was a loud _crack_, and the thing started to split in half. Nova began to fumble it, one of the pieces slipping away from him. Letting out a cry, I started to fire a web, realizing it would be too late— only for the dropped half to stop a good five of six feet above the ground.

I blinked back my surprise, before realizing that Power Man had caught the second piece— and White Tiger had yanked the people who were still standing underneath of it out of the way in the mean time.

Finally able to breathe again, I let out a long and shaky breath. My spider sense giving my brain a good swift kick suddenly brought my attention back to the fight, and I spun to face Klaw.

Which I managed to time perfectly so I caught the blast _right_ in the face. Great job Spidey sense. That worked out real well.

It knocked me off of the building, but I managed to shoot a web to get me back to the wall before I fell too far, and clung there, looking upwards.

Before I could make my way back up, I could hear Klaw's voice drifting down to me— "You're next."

"Huh?" I wondered. Who was he talking to?

"Now the scream of chaos shall meet the soul of iron!"

Oh _no_. I thought I told them to leave the villains to me! But there, leaping across the gap between buildings and over my head, was Iron Fist, his namesake hand glowing brightly and screaming his lungs out. I said something I probably shouldn't, and began scrambling to get up the wall and back him up.

Before I could get even two stories up, though, there was a bright flash and loud explosion. This time, I hadn't been looking right at it, so I was able to see the body falling over the edge of the building in front of me. Running alongside the wall, I shot both of my webs, snagging the person by their feet as they dropped past me, and carefully swung them down towards the street.

Klaw— and by now, I realized it was the villain who had taken the plunge, not Iron Fist— was dangling upside down, seemingly dazed. Even so, I stuck the webs to the wall and started to make my way down.

Power Man and Nova were standing there, observing the villain, while White Tiger was keeping pedestrians back and out of the way; I paused on the wall above their heads.

"You want to do the honors?" I offered, gesturing to Klaw.

Power Man smirked, before taking a step forward, seizing Klaw's sonic blaster. "Time to cut the volume," he remarked, crushing the claw, tearing the villain free of the web, and punching him in the face, knocking him clean out; I winced.

Not because of the metal-on-metal sound, or because of the painful hit… but because of that _quip_. I mean… _gah_. "…If this is gonna be a regular thing, we're gonna have to work on your one-liners," I deadpanned.

He shot me a look, but he was still grinning, as were the other two as they took a moment to appreciate my— and, to be fair, I guess, _their_— handiwork. As they did so, Iron Fist dropped neatly to the ground, and the four of them exchanged thumbs up and smiles. I had an odd feeling, seeing that, but shook my head. Okay, time to break this party up—

Once again, though, I felt that twinge in my mind, and instead started to shout, "_Look out!_"

My warning came too late, however, as a bolt of energy struck all four of them, blasting them to their feet. On the wall, I had safely avoided the blast, but I'd still thrown an arm up in front of my face. As I lowered it, I could see Wizard hovering over the heads of the terrified onlookers, who were starting to run away. Eyes narrowed, I leapt to perch on a lamppost between the fallen heroes and Wizard.

He was regarding me smugly. "You won't escape again. My power gloves are now charged to their maximum!"

…_Pfft_. Okay, as far as battle cries go, it wasn't the _worst_ I had heard… but it certainly wasn't anything close to _frightening,_ either. It made it that much easier to act relaxed and curious as I tilted my head at him, feigning confusion. "_What_ gloves now?" Although I did note that he had both of them back on, so he must have recovered the one.

"_These_ gloves!" Wizard shouted, brandishing the sparking things at me. _That can't be safe_, I thought to myself.

But I just casually flipped to hang upside down from the lamppost, tapping my head as though I had just remembered something obvious. "_Ohh_, of course, _those_ gloves!" I then grinned to myself, promptly tagged each glove with a web, and pulled.

Wizard let out a sound of surprise, but then curled his arms inwards, trying to keep me from pulling them off again. I just smirked— then severed the lines.

He yanked his arms back into his own chest so hard that he actually threw himself backwards a few feet— and more importantly, his fists were now against his chest, and facing each other. I fired one more web shot, this one hitting both of his gloves— and sticking them to each other.

"What? No!" Wizard protested; turns out, you shouldn't press two power gloves that are charged to maximum right up against one another.

A split second later, there was another small explosion, this one going off right in Wizard's face.

I flinched from the blast, then looked up as Wizard fell to the ground with a thud. Now _this_ handiwork was all mine, and it deserved a pause to admire it.

"_Whoa_."

_That_ took me by surprise. Angling my head back, I could see where the other heroes were picking themselves up. And they weren't just taken aback by my takedown of Wizard, they actually looked a little… impressed.

"That… wasn't bad," Nova admitted, sounding as surprised as I felt hearing him say it.

I snorted softly, flipping down from the lamppost to land next to them. "Well, try to contain your enthusiasm," I joked, but it was without the edge from earlier. Instead, I turned towards Wizard, wrists extended. "Now, to just gift wrap these losers for the police, and—"

"No!"

I rounded on them with an annoyed look, but White Tiger held up a hand to placate me. "Ah, hang on a sec," she tempered, then explained. "We _mean_— we don't have to wait on the police. We can call SHIELD to come take these guys into custody."

My eyebrows went up, as it seemed it was my turn to be surprised again, while Iron Fist held his wrist up to his mouth. There was something on it that looked like a watch, which was apparently some kind of communicator, and I _may_ have rubbernecked a little trying to get a look at it.

"Okay, I've got to admit… that's pretty handy," I responded after a moment. Then I started as a shadow passed overhead, and glancing up, saw a SHIELD aircraft moving in. "And a lot faster," I mused to myself, still staring upwards.

I fell silent and stepped back as SHIELD agents began filling the street, taking control of the situation, but my mind was racing once again.

* * *

I flexed my wrists and wiggled my fingers, testing out the new set up. It felt pretty weird, actually, to not have my web-shooters on under my costume— they were sitting on a work top beside me.

In their place were two SHIELD web–shooters, which, with two taps, became effectively invisible. Although the first thing I had insisted on upon returning to the Helicarrier was for Doc Connors to show me _exactly_ how to turn that feature on and off. I'd worry about all the _other_ features a little later.

"Okay, Fury," I finally answered, having stalled enough. I glanced up at the SHIELD director, who was staring at me expectantly. "…You've got me. I'll go along with this team idea," I reluctantly allowed. "Ah! Time out," I cut him off before he could say anything else, making a T of my hands. "I still patrol as Spider-Girl, though— _alone_. I still get my 'me time'," I insisted.

"Done," he agreed immediately, holding out his hand to me. I eyeballed it suspiciously, before taking a breath and placing my hand in his. He has a pretty firm handshake, it turns out, for a non-superhuman. In fact, strong enough to hold on to my hand as I started to pull away. "Just promise me one thing." My suspicious look was back, but Fury finished: "_Don't_ try to disassemble the Spider-Cycle."

After a moment... I could help myself. I chuckled. "Deal," I agreed. Satisfied with that, Fury released my hand, and I glanced around.

_You're making the right choice_, a voice in my head repeated. And despite my misgivings… this time, I was cautiously optimistic. Just maybe, this time… I really was.

* * *

"Spider-Girl. I will tell your side of the story. Call me. Mary Jane Watson," I read off of the piece of paper that had been thrust into my hand. "…How's she supposed to call you if you didn't put a phone number on there?" I pointed out.

MJ eyed me and yanked the paper back, and I chuckled. "I'm not going to open myself up to everybody's prank calls," she responded primly, walking over to the nearby wall. "She's _Spider-Girl_. I'm sure she'll figure it out."

"You think it's true, though?" I asked, pretending incredulity. "That Spider-Girl hangs out here at Midtown?"

"She's been seen on campus often enough." MJ returned as she started to tape the flyer up. "She could be _anybody!_" she insisted as she turned back to me and we started to walk through the freshly repaired school hall. "Student, staff… heck, Spidey might even be a guy!"

"W-_what?_" I spluttered, trying not to trip over myself.

MJ was too used to my usual 'clumsiness' to do more than glance over to make sure I didn't fall on my face before going on. "Think about it," she reasoned. "What better cover would there be?

"Uhh… I don't know, MJ," I hedged, trying not to burst with indignation. "I don't think there are many guys willing to pretend they're a girl. _Especially_ a girl wearing spandex!"

Despite herself, MJ busted up laughing at that. "Okay, maybe not… But I'm gonna find out the truth!"

All I could do was shake my head, both bemused and exasperated at my friend's persistence. As much as I would have loved to help MJ out by doing this for her, I was certain I'd blow it as soon as I started talking to her, and she'd recognize me instantly. And after what had happened with Harry, I wanted to keep them as far away from my superhero life as possible.

As we came up to my locker, I pulled it open, tucking away some of the books I wouldn't need until later in the day. Meanwhile, MJ gave me a smile. "Well, I've got to run— I want to get these up now so they'll be visible all day! You _sure_ you don't want to help me?" she teased, and I grinned back.

As much as I loved hanging out with MJ, I wasn't really up for _more_ pretend speculation on who Spider-Girl could be. "Nah, really, that's okay," I insisted, holding up my hands. When she gave me a mock glare, I started chuckling.

"Fine, be that way," she declared, before giving me a wave as she turned to go. "See you in English!"

"See you!" I called back, then let out a contented sigh.

The school had been repaired, the schedule was back to normal— which, some might argue, was a _bad_ thing, but I was going to count it in the 'good' column. Not to mention, Harry was back in school and looking no worse for wear, thank goodness. And, it looked like the thing with SHIELD might actually work out after all.

I had to say, it seemed like my 'Parker' life and 'Spidey' life were actually getting back to normal.

"Oh, puny _Par-ker!_"

I grimaced. Really? The universe couldn't let it go this _one time?_

For once, I let Flash see my annoyance as he stomped towards me. "Flash, couldn't you go pick on someone your _own size_ for a change? _Please?_" I demanded, fed up. "_Seriously_. Sally's not even _here_. Who are you trying to impress?"

Unfortunately, that only seemed to encourage him, and he grinned widely, rushing straight for me. I sighed, rolling my eyes in disgust, and stood there— _let's just get this over with so I can get on with my morning_, I thought. It's not like Flash was capable of hurting anything other than my dignity.

Then a hand seized the front of my shirt, and I actually did exclaim in surprise, not expecting that— had I missed Flash's buddies showing up?

Instead of helping Flash shove me in a locker, though, the arm yanked me out of the way, and someone's foot got stuck out, causing Flash to trip— _ooh!_ Even I flinched at the loud thud of his head ramming straight into the locker door.

"Looks like you tripped," a deep voice rumbled, as Flash stumbled back, clutching at his forehead. "You better go sit down."

Flash jerked his head up, eyes narrowed and fists clenched— but his glare instantly faltered, and instead he mumbled something before staggering away. I watched him go, blinking, and still trying to sort out what had just happened.

"Uh… thanks for the save," I started incredulously, a small smile starting to form on my face. I then glanced up at my 'rescuer'— make that, _rescuers_— and then frowned. "Wait… do I know you?" I asked, puzzled. I was certain that I had never seen these kids at Midtown before and yet they seemed familiar. "…Any of you?" I prompted after a moment.

The blonde kid in the back gave me a soft smile. "We are your new classmates, Peyton. Danny Rand," he introduced himself, dipping his head.

The big guy who had yanked me away from Flash, offered, "Luke Cage." _Now where have I heard that before_, I wondered, knowing it was right at the edge of my mind.

When the third member of their group was reluctant to share, Cage gave him a sharp nudge with his shoulder. The kid shot a look back at Cage, but then glanced away again, before mumbling, "Sam Alexander."

"Ava Ayala," the girl declared proudly, and I could see where her pants had gotten scuffed by sticking her leg out to trip Flash. "…Think about it," she added after a moment.

I continued to stare about it, still grasping at the name, _Luke Cage, Luke Cage— that was—_ my eyes widened and my jaw fell open. The rookie superheroes. It was _them?!_ "Wh…_wha?_" was all I managed to get out, stunned speechless for once.

"Oh, some idiot gave Fury the bright idea that we needed 'me time', away from SHIELD," Alexander explained, complete with a thumb jerked back at Cage and air quotes.

"FYI?" Cage added with a smile. "Don't sweat the secret ID. Code of silence, girl," he offered, sounding all too relaxed as he confirmed for me that _these four knew my secret identity!_

I mean… yeah, I knew _SHIELD_ knew, but I had figured that was just Fury, and, maybe… top agents or something, I don't know!

"H-hey, yeah, that's… great, really…really… _great_," I fumbled to get out, trying to sound nonchalant and failing horribly. "I, just… gottta go, talk… to a _guy_," I managed, laughing nervously as I turned away from them.

I actually managed to make it all the way down the hall at a normal, reasonable pace. As soon as I rounded the corner though, I broke out into a sprint— which earned me a couple of shouts from passing teachers to stop running in the hall. I didn't care though— they could give me detention if they wanted.

There was no way I was okay with this. I would just… I would tell the principal about Flash's bullying! Perfect! I was anxious enough right now, I could probably even work up a few fake tears.

Finally making it to Principal Branson's office, I saw that his chair was turned away from the door; I took advantage of the moment to place both of my hands on his desk, and tried to make my expression look distraught. It wasn't hard. "Principal Branson, I need an immediate transfer," I pleaded.

"Denied, Ms. Parker," a voice calmly answered me, and I recoiled. That wasn't Branson!

"B-but— why?" I protested, standing up.

"Because," the person replied, spinning the chair to face me, and this time I actually took a step backwards. "Fury wants you where he can keep his eye on you," the man answered smugly.

"_Coulson?_" I stared at him incredulously.

"Acting _Principal_ Coulson," he corrected. He then mimed shooting webs at me.

"_Don't_ do that," I immediately insisted, annoyed, and he chuckled.

When I finally managed to pull myself together enough to stagger out of the room, I had to pause after I closed the door behind me to just try to compose myself. I had four rookie superheroes in my school who knew my secret identity. I had a SHIELD handler for a principal. And I had no way to get out of it.

…No, I did. This was not part of the deal! I would web sling up to the Helicarrier, march right up to Fury and tell him—

"_Oohhhh_," came a low groan from down the hall, and it broke me out of my distraction because I recognized it as _Flash_.

Glancing around to make sure no one was watching, I edged down the hall towards the nurse's office, which was where I realized it must be coming from.

Peeking my head around the door, I could see the nurse handing Flash an ice pack— I could also see the huge goose egg on his forehead. I flinched and ducked back from the door before I was spotted. I hadn't _meant_ for Flash to get hurt.

But, I had to reluctantly admit… if I wasn't superhuman, some of Flash's and Sally's stunts would've left me with worse. Maybe now that there'd actually been a consequence to his actions, he'd start to think twice. And… well, I couldn't deny, I was perfectly happy to have _not_ been stuffed into my locker, yet _again_.

Maybe having back up wasn't such a bad idea after all? Of course, I'd need to talk to them about this, make sure they knew where to draw the line, I mused to myself as I walked back down the hall and out of the front office. Flash had only got a bruise, albeit a satisfyingly embarrassing one, but it could have been worse. They were rough around the edges, but I could probably straighten them out—

I halted right there, surprised at the direction of my own thoughts. …Was I really serious about this?

…Maybe… maybe I _could_ make it work. I mean, I still wasn't thrilled about SHIELD interfering with my life on this scale. _Or_ with a bunch of kids knowing Spidey's face and name. But there wasn't any changing that now. I had to decide what I was going to do from here.

My impressive, solitary rumination was abruptly cut off, though, by the shrill chiming of the school bell, and I suddenly realized that the halls were completely empty.

"_What?_ Augh, _no!_ I'm late _again!_" I shouted to myself, desperately racing back through the hallways.

…Yup. Definitely back to normal.

* * *

X

* * *

**A/N: Sorry guys, for getting it posted so late! I'm pretty sure it's not even still Tuesday for most of you (though it is for me ^_^'). I was pretty burnt out this week, so the majority of the writing for this happened today. Of course, I didn't expect it to go so long! It's honestly long enough I would normally have split it, but I decided to go ahead and post it as a single chapter instead, since you guys have already had to wait a whole week for it. Next chapter will be out again next week, which will hopefully give me a chance to not only catch back up, but keep from getting burnt out again. I'm going to try to resume the twice weekly schedule, at least for the summer— once school starts back up, my time's going to be severely limited, so I'd like to give you guys as much as I can before then. **

**So I was going to have Peyton call Thundra 'Red Sonja' (since 'Babezilla' isn't necessarily in character for this version of Spidey), but then I remembered that that's actually a Marvel character. So I went with Barabarella instead (who, to my knowledge, at least, is not). **

**Thanks again, everyone, for your continued support! Seriously, you guys are awesome, and you all have brightened my day, every time I've opened my email to find a new review, or subscription, or favorite. I hope you enjoyed Peyton's first meetings with the team— I certainly enjoyed writing it, and look forward to expanding on it next time. So— until then!**

**::DemonicK**


	7. Doomed (Preview)

**Ultimate Spider-Girl  
****[USM, Rule 63]  
****25 July, 2014**

**Chapter 7: Doomed (Preview)**

* * *

X

* * *

"So how would _you_ handle fighting someone stronger than you?"

White Tiger's question was just derisive enough to make me narrow my eyes; of course, my mask was still on, while her hood was casually pulled down. Even though she— and the other members of my new 'team'— knew who I was, that didn't mean I had to be comfortable with it.

Honestly, it was hard to feel comfortable at _all_ on the SHIELD Helicarrier— although I had to admit, the chair I was currently sitting cross-legged in was pretty comfy. Sadly, that was the best part of this conversation.

"I just keep at it until I take them down," I answered at last, trying not to sound sarcastic. Honestly, I _was_ trying!

Tiger snorted, leaning back in her chair. "And get the snot kicked out of you in the mean time," she finished for me, rolling her eyes. Sighing, I wondered for only about the hundredth time (that day) why I had decided this was a good idea after all.

The past week felt like it had been nothing but school and SHIELD and sleep, then rinse and repeat. The latest form of torture— or 'training' as Fury liked to call it— was going over each training session afterwards to break it down and analyze what we did right and wrong.

Right and wrong, of course, being a matter of opinion.

At any rate, the discussion had turned less from the robots we had just fought, and more to our general approaches to fighting. So naturally, it had turned into a debate between the four of them, though mostly White Tiger— who, let me just remind you, has _never been in a real fight_— and _me_, who actually knows what they're talking about.

"Okay," I started after a moment, holding up a hand to tick off my fingers. "One? Ew. _Two_— what would _you_ do?"

"Pull back," she answered without hesitation. "Reassess the situation—"

"Aaand in the _meantime_, the criminal gets to do whatever," I cut in. "Great plan!"

"Not if you're smart about it!" Tiger crossed her arms, frowning at me.

I just let out a sound of exasperation. "Real life is _not_ like a training program. Thugs on the street don't just hang around until you win." I gestured in front of me, trying very hard to sound reasonable instead of aggravated. "They run away, they go to ground— they take _hostages_."

"We're not _talking_ about street thugs," another voice broke in— number _two_ on my list of problems at the moment. _Nova_. Right now he was lounging in a chair with his feet propped up on the table, hands tucked behind his stupid, bucket-shaped helmet. "We know you're used to the small time, but this is the _big leagues_ now."

It would be _so_ easy, to just put a web shot, right between his eyes. I managed to stave off the urge, and instead answered a little impatiently, "News flash— they're _all_ thugs. A supervillain isn't going to hang around to be beaten up _either_," I insisted, crossing my own arms. "And they're not gonna think twice about hurting someone to get their way, if you give them the opportunity!"

Probably a good thing I was wearing my mask still… I couldn't help but wince, because I was thinking of Harry when I said it.

But I seemed to have at least gotten through to White Tiger, which I judged from the fact that she was frowning harder. "…_Fine_," she finally admitted, though only begrudgingly. "Real fights don't work like training programs… That _still_ doesn't make 'hit them until they pass out' a good _strategy_." She eyed me pointedly, and this time _I_ rolled my eyes.

"Okay, so… are we done now?" Power Man's bored question came floating down from the other end of the table. He had his chin propped on one hand, his elbow on the table, and looked like he was about to fall asleep; meanwhile, Iron Fist seemed to have completely given up on the conversation in favor of meditating.

Hey, it wasn't _my_ fault it got so drug out. They could thank Ms. Perfectionist for that.

And, case in point: Tiger was opening her mouth to protest when Nova cut her off. "Dude, Coulson already left. As far as I'm concerned, we were done like, half an hour ago." He then turned towards me and grinned. "Don't worry, if things get too rough, _I_ can always protect you. Y'know the helmet gives me super strength," he added, flexing his arms.

Tiger and Power Man were both snorting at him; I just gave Nova a droll stare. "I have the proportionate strength of a spider," I reminded him flatly.

He pulled a face. "So, what, you can catch flies or something?" It came out with half a laugh, and I had to resist the urge to demonstrate exactly _how_ strong I was.

Power Man busted up laughing, though, before I had the chance to utter any scathing remark. "It means she could tear your arm out of its socket," he casually informed his— _our_ teammate, wearing an amused grin. "So could _I_."

Nova reacted to that, before hotly shooting back, "Yeah, well _I_ can _fly!_" He then shot another smug look at me. "I can fly, you know."

_Well_, I thought wryly, _this is new— a guy actually flirting with me_. I wasn't enjoying it nearly as much as I thought I would. Of course, that could might have had something to do with the guy in question being an insufferable _jerk_… "I noticed," I finally deadpanned.

He opened his mouth to reply, before White Tiger cut in— and I decided I completely forgave her for the earlier argument— to tell him, "Just give it a _rest_, Nova!" She was clearly as fed up with the new topic of conversation as I was, although presumably for different reasons.

The human rocket blinked, before glaring at her, bringing his arms down to cross them over his chest.

Letting out a puff of air, I propped both of my elbows on my knees and my chin in my hands. "So…" I started idly. "Like… is this a _paid_ position, or is it just to pad my resume? …_What?_"

I'd meant it half as a joke, though I was interested to know the answer. I hadn't expected the shocked and scandalized looks I got in return, and I sat up straighter, my voice growing defensive. "I think it's a valid question! After all, if I'm spending my _copious_ amounts of free time training with SHIELD, I'm not gonna have time for extracurriculars any more."

White Tiger scoffed, "What, like you were gonna hold a steady job, between school and swinging around the city in a unitard?"

"Says the lady in the cat themed onesie," I shot back, frowning under my mask again. Tiger's response was an actual _growl_, while the rest of the table seemed content to snicker. "And for your information," I added, annoyed, "yes, I _did_ have a job."

"Taking photographs for the Daily Bugle," Iron Fist filled in, having apparently decided to rejoin the conversation.

So far, I haven't really had any issues with Iron Fist, but he had managed to hit the wrong button, and after reacting to his words, I snapped back, irritated, "Well you all just know everything about me, don't you?"

And that right there was really a big part of the issue. I mean, I could learn to work with a team… But I wasn't getting to do it on _my_ terms. They knew who I was, what I had done, what I was capable of— but none of that came from me. And while I knew _their_ identities too, I didn't really _know_ them. It just felt like a huge violation of my privacy, and yet, what was I supposed to do about it? What _could_ I do? Short of going back on the deal a _second_ time…

I sighed mentally. No. I'd already decided the benefit outweighed the costs— however aggravating they were, I added, eyeing my 'teammates'.

They were eyeing me now, after I had snapped at Iron Fist, and I leaned back in the chair, trying to act a little more nonchalant, then turned back towards Tiger. "I'll have you know, people _love_ the Spidey look," I informed them casually, returning to the earlier subject. "There's all kind of merchandise sporting the red and blue."

"Merchandise?" Power Man repeated, sounding incredulous.

"Wow, sell out much?" Tiger added to that, dryly.

"I don't sell it!" I insisted, a little insulted. "I don't make _anything_ off of it… Believe me, I wish I did," I added a second later, a little disgruntled.

"Does merchandising have something to do with your battle strategy?" a new voice broke in, and I turned to glanced towards the door, where Coulson was stepping in.

"It works for Iron Man," I quipped, before being cut off by White Tiger's relieved, "Agent Coulson! I was _trying_ to get the conversation back on topic," she added, glaring at the rest of us. I will say this, there weren't any guilty looking faces when she did.

"I was just asking if us kids get an allowance for all this," I went on anyways, ignoring the dirty look Tiger was sending my way.

Coulson was regarding me neutrally, however. "As a matter of fact, there is a stipend."

"Sweet!" I exclaimed, sitting up. "I _knew_ it—"

"And because you're a minor, and utilize a secret identity," Coulson went on, talking over me, "it's being put into trust, as a college fund."

"…Great." I flopped back in the chair.

_Ugh_. So, not only was I not gonna be able to keep taking photos for the Bugle, I wasn't going to be getting compensated in the mean time. Don't get me wrong! A 'college fund' is great and all— but that doesn't help pay bills.

Next time, I told myself, negotiate salary _before_ accepting job offer! …Inwardly I sighed. Maybe I could talk to Fury about it. Never know, might work… _And it might spontaneously start raining frogs_. I let out another puff of air, this one from frustration.

Coulson just eyed me for a moment longer before glancing at the others. "All right, you're dismissed for the day. Same time tomorrow."

"And the day after that," I mused to myself. "And the day after _that_…"

No one was laughing, which didn't really surprise me. But when Coulson turned from the door to walk back down the hallway, it became clear that the others weren't quite willing to let the matter drop. White Tiger had a hand on her hip. "Are you _serious?_ You want _payment_ for doing the right thing?"

"Yeah, I thought you were supposed to be a 'superhero', not a 'hero for hire'," Nova chimed in, although Power Man and Iron Fist just gave him a flat look. "What?"

My shoulders were starting to hunch up from defensive anger though, and I retorted, "You have _no idea_ what you're talking about."

Power Man turned from Nova then, looking to me, looking puzzled. "Hey. What's the deal?"

I wasn't in a mood to explain, though, and instead I affected shock and surprise, placing a hand on my chest. "What? You mean to say you don't know every intimate detail of my life?" I then rose from my chair. "I'm disappointed. SHIELD is obviously slacking!"

Even Power Man's look had become one of annoyance at that, and I felt a little bad for antagonizing him, but not bad enough to keep me from stalking out the door. Coulson had said we were 'dismissed'— I'd had enough for today. I was going _home_.

* * *

"Hey Pete!" My aunt's cheerful call as I came in through the front door didn't raise my spirits as it usually did. Instead I grimaced and shoved the door shut. "You're home a little late!"

"Study group," I lied, ducking into the kitchen to rummage the cabinets for something to eat. Something with _sugar_.

"I have some good news!" Aunt May appeared from the other door, before giving me an amused smile and crossing her arms as she saw me emerge with a package of twinkies that I had hid behind a box of gluten-free pasta. "You're going to spoil your dinner, you know."

"That is good news!" I shot back with a smirk, yanking the wrapping open.

Aunt May snorted, while I brazenly stuffed one of my unhealthy treats into my mouth. After a moment though, her smile started to fade into a look of concern. "Everything all right?"

"_Yeah_," I insisted at first, swallowing with a gulp, before letting out an explosive sigh. "No…"

"…The study group?" she guessed after a moment, and I made a loud, frustrated sound.

"_Yes!_" I threw up my arms in exasperation. "I got saddled with a bunch of people that I _don't_ want to work with, and they're like this little _clique_ and they disagree with everything I say and I just want to tear my hair out! Or tear _their_ hair out!" I gestured wildly as I continued to vent. "We're supposed to be _helping_ each other, but everything just turns into an argument, or a competition, and I feel like I'm going to go _nuts_, and—" Something finally clicked in my brain. "And, uh… you… had good news, didn't you?" I winced with guilt, glancing back at my aunt.

She just smiled good naturedly. "Great news, in fact! I was offered a position as a liaison with a new, very important client. It's a step up from my current position," she added at my looking of confusion.

"What, so… you're getting promoted? That's awesome!" I couldn't help it, Aunt May's happiness was contagious, and soon I was smiling too. I set my remaining twinkie aside, pushing myself up to sit on the counter. "So… is it something you actually want to do?"

Aunt May started laughing, shaking her head— hopefully at me, not as an answer to my question. "Yes, I would definitely enjoy the work," she replied at last.

My smile grew wider. "Then, extra awesome. Congratulations!"

"Well I haven't accepted it yet," she tempered, coming over to stand in front of me, leaning back against the island.

"Wait… huh?"

"It would mean taking on a lot more responsibility." My confused expression became wry at that, and I almost snorted. _I feel ya', Aunt May_. "Not that I object to that," she added quickly, "but I'd be spending more time working than I am right now. I wouldn't have as much time for you."

The troubled look on her face made me squirm a little from embarrassment, so I cracked a grin, rubbing at my head sheepishly. "Aw, Aunt May, you don't need to worry about me!"

"Oh yes I do," she insisted, shaking a finger at me. "You're my responsibility too. It already seems like we don't spend enough time together, as it is…"

I couldn't quite laugh off her troubled look now, though I tried to keep forcing a smile. "Well, y'know, being a teenager, off doing teenager things…" I trailed off, inwardly wincing. I was so _not_ smooth when I wanted to be…

"Mmhmm," Aunt May just hummed, eyeing me with the not-buying-it look. "I know, you just don't want to spend time with your old aunt!"

"N-no!" I protested. "That's not what I said!"

Aunt May started laughing again. "I know, I'm teasing you!" I let out a sigh of relief. "Y'know… maybe I'll just talk to the client. I'll tell them that I am _very_ flattered that they specifically requested me, but, I don't know that I can take on the additional work load right now." Aunt May nodded to herself, satisfied with that.

I started to protest, before my mind caught on one part of that statement. "Wait… specifically requested?"

"Yes," Aunt May answered. "By name. It's the oddest thing… I'd never met them before, but apparently a colleague of theirs recommended me. The whole thing was completely out of the blue. But no matter." She smiled beatifically, apparently not too put out at the idea of turning down a promotion.

But I was a little too distracted to notice. Because for the second time in that conversation, everything suddenly _clicked_ for me— only, instead of being happy for my aunt— now I was furious.

_And speaking of Fury…_

There was going to be hell to pay.

* * *

X

* * *

**A/N: So, for those of you wondering, what's going on? Why is the chapter so short? Why does the Chapter title say 'Preview'? Why haven't you been updating? Unfortunately, life caught up to me this week. I've also been getting very burnt out, so unfortunately, this story got the brunt of that this week. I promise, I haven't forgotten you, and I am working on it. It's not complete, however. I did want to give you guys something, though, to thank you for your patience. Also unfortunately, I think it was a mistake to try to commit myself to two chapters a week. I'm afraid it just isn't going to happen. For now, the chapters will come when they will, and I'll aim to get one per week. (I have to admit, I rather like being on the front page of the Ultimate Spider-Man section, even if I'm not always in the top ten or so.)**

**At any rate, this is not the full chapter. It's the introduction, and as you can see, it's actually the lead in for an original side plot for this episode... because Doomed does not necessarily give me that much to work with. :\ I feel the original episode could have done so much more, especially for character development for this period of adjustment that the team is in, and it instead decided to just have them butting heads for no particular reason except that they could. I will delete this chapter, and upload the completed one when it is done and edited, so those of you with alerts will be notified when it is up. **

**Also, as a consolation— check the bottom of my author profile for a link to a sketch of Peyton. :) It's by no means perfect, but there was still interest in what she looked like, so I think it gives a good idea of how I, at least, envision her. (And to my credit, I actually drew that the same day that I posted the last chapter, while I was still full of energy. :D )**

**Thanks again for all of your guys' continued support and patience, and for continuing to read, review, favorite and follow. It means the world, and I promise that more is coming!  
::DemonicK**


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